Edelweiss Financial Services Limited

Tranche II Prospectus
September 26, 2022
EDELWEISS FINANCIAL SERVICES LIMITED

Edelweiss Financial Services Limited (the “Company” or “Issuer”) was incorporated at Mumbai on November 21, 1995 as a public limited company with the name ‘Edelweiss
Capital Limited’ under the provisions of the Companies Act, 1956. Thereafter, a certificate of commencement of business was issued to our Company by the Registrar Of
Companies Maharashtra, at Mumbai, (“RoC”), on January 16, 1996. Subsequently, the name of our Company was changed to ‘Edelweiss Financial Services Limited’ pursuant to
a fresh certificate of incorporation issued by the RoC on August 1, 2011. For more information about our Company, please refer “General Information” and “History and Main
Objects” on pages 53 and 143.
Registered Office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai 400 098, Maharashtra, India; Tel.: +91 22 4009 4400;
Fax: +91 22 4086 3610; CIN: L99999MH1995PLC094641; PAN: AAACE1461E; Website: www.edelweissfin.com; Email: [email protected]
Company Secretary and Compliance Officer: Mr. Tarun Khurana; Tel.: +91 22 4009 4400; Email: [email protected]
Chief Financial Officer: Ms. Ananya Suneja; Tel: +91 22 4009 4400; Email: [email protected]
PUBLIC ISSUE BY THE COMPANY OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF ₹ 1,000 EACH (“NCDS” OR “DEBENTURES”) FOR
AN AMOUNT OF ₹2,000 MILLION (“BASE ISSUE SIZE”) WITH AN OPTION TO RETAIN OVER-SUBSCRIPTION UP TO ₹2,000 MILLION AGGREGATING UP TO ₹4,000
MILLION, (“TRANCHE II ISSUE LIMIT”) (“TRANCHE II ISSUE”) WHICH IS WITHIN THE SHELF LIMIT OF ₹ 10,000 MILLION AND IS BEING OFFERED BY WAY OF THIS
TRANCHE II PROSPECTUS DATED SEPTEMBER 26, 2022 CONTAINING INTER ALIA THE TERMS AND CONDITIONS OF TRANCHE II ISSUE ( “TRANCHE II PROSPECTUS”),
WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED NOVEMBER 29, 2021 (“SHELF PROSPECTUS”) FILED WITH THE ROC, STOCK
EXCHANGES AND SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”). THE SHELF PROSPECTUS AND TRANCHE II PROSPECTUS CONSTITUTES THE
PROSPECTUS (“PROSPECTUS”).
THIS TRANCHE II ISSUE IS BEING MADE PURSUANT TO THE PROVISIONS OF SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992, SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021, AS AMENDED (THE “SEBI NCS REGULATIONS”), THE COMPANIES
ACT, 2013 AND RULES MADE THEREUNDER AS AMENDED AND TO THE EXTENT NOTIFIED. THE TRANCHE II ISSUE IS NOT UNDERWRITTEN.
OUR PROMOTERS
(i) Rashesh Shah; Email: [email protected]; Tel: +91 22 4009 4400, (ii) Venkatchalam Ramaswamy; Email: efslncd @edelweissfin.com; Tel: +91 22 4009 4400, (iii) Vidya Shah; Email:
[email protected]; Tel: +91 22 4009 4400, and (iv) Aparna T.C; Email: [email protected]; Tel: +91 22 4009 4400. For details of our Promoters, see “Our Promoter” on page 165.
GENERAL RISKS
For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the Investors is invited to the chapters
“Risk Factors” and “Material Developments” on pages 17 and 170 and on pages 16 and 437of this Tranche II Prospectus and Shelf Prospectus, before making an investment in such Issue. This Tranche
II Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar
of companies or any stock exchange in Indian or do they guarantee the accuracy or adequacy of this document.
COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS
For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date, Redemption Amount & Eligible Investors of the NCDs, please refer to the section titled “Issue Related Information”
on page 229.
CREDIT RATING
The NCDs proposed to be issued under this Tranche II Issue have been rated “CRISIL AA-/Negative (pronounced as CRISIL double A minus rating with Negative outlook)” for an amount of ₹ 10,000
million by CRISIL vide their rating letter dated October 22, 2021 and revalidated vide letter dated November 16, 2021, further revalidated as on July 12, 2022 and further revalidated as on August 19,
2022 and “ACUITE AA-/ Negative (pronounced as ACUITE double A minus)” for an amount of ₹19,000 million by Acuité vide their rating letter dated October 20, 2021 and revalidated vide letter
dated November 17, 2021 and further revalidated as on September 19, 2022. The ratings given by the Credit Rating Agencies are valid as on the date of this Tranche II Prospectus and shall remain valid
until the ratings are revised or withdrawn. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or
withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time
on the basis of factors such as new information. These ratings are not a recommendation to buy, sell or hold securities and Investors should take their own decisions. Please refer to Annexure A and Annexure
B of this Tranche II Prospectus for the rating letter, rationale and press release of the above rating.
LISTING
The NCDs offered through the Shelf Prospectus and this Tranche II Prospectus are proposed to be listed on BSE Limited (“BSE”) and BSE shall be the Designated Stock Exchange. Our Company has
received an ‘in-principle’ approval from BSE vide their letter no. DCS/BM/PI-BOND/017/21-22 dated November 23, 2021.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated November 15, 2021, was filed with the BSE, pursuant to the provisions of the SEBI NCS Regulations and was open for public comments for a period of seven Working
Days from the date of filing of the Draft Shelf Prospectus with the Designated Stock Exchange i.e. until 5:00 p.m. on November 23, 2021.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE TO THE ISSUE
Equirus Capital Private Limited KFIN TECHNOLOGIES LIMITED Beacon Trusteeship Limited*
12th Floor, C Wing, Selenium Tower B, Plot 31-32, Gachibowli, 4 C&D, Siddhivinayak Chambers,
Marathon Futurex, N.M. Joshi Marg, Financial District, Nanakramguda, Gandhi Nagar, Opp. MIG Cricket Club
Lower Parel, Mumbai 400 013 Serilingampally, Hyderabad - 500 032, Telangana Bandra (East), Mumbai 400 051
Tel: +91 22 4332 0736 Tel: +91 40 6716 2222 Tel.: +91 22 26558759
Fax: +91 (22) 4332 0750 Fax: +91 40 2343 1551 Email: [email protected]
Email: [email protected] Email: [email protected] Website: www.beacontrustee.co.in
Website: www.equirus.com Website: www.kfintech.com Contact Person: Kaustubh Kulkarni
Contact person:Malay Shah Contact Person: M Murali Krishna
CREDIT RATING AGENCY STATUTORY AUDITOR

S. R. Batliboi & Co. LLP
12th Floor, The Ruby
Acuité Ratings & Research Limited CRISIL Ratings Limited 29 Senapati Bapat Marg
708, Lodha Supremus, CRISIL House, Dadar (West),
Lodha iThink Techno Campus, Central Avenue, Hiranandani Business Park, Mumbai 400 028
Kanjurmarg (East), Mumbai 400 042 Powai, Mumbai 400076 Maharashtra, India
Tel: + 91 22 4929 4000 Tel: + 91 22 3342 3000 Tel: + 91 22 6819 8000
Email: [email protected] Email: [email protected] Email: [email protected]
Website: www.acuite.in Website: www.crisil.com Contact Person: Shrawan Jalan
Contact Person: Chitra Mohan Contact Person: Krishna Sitaraman
TRANCHE II ISSUE PROGRAMME**
TRANCHE II ISSUE OPENS ON: OCTOBER 3, 2022 TRANCHE II ISSUE CLOSES ON: OCTOBER 17, 2022
*Beacon Trusteeship Limited under regulation 8 of SEBI NCS Regulations has by its letter dated November 15, 2021 given its consent for its appointment as Debenture Trustee to the Issue and for its
name to be included in this Tranche II Prospectus and in all the subsequent periodical communications sent to the holders of the NCDs issued pursuant to this Tranche II Issue.
** This Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that this Tranche II Issue may close
on such earlier date or extended date as may be decided by the Board of Directors of our Company or the Debenture Fund Raising Committee, thereof, subject to relevant approvals. In the event of an
early closure or extension of this Tranche II Issue; our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national newspaper with
wide circulation and a regional daily at the place where the registered office of the Company is situated on or before such earlier or extended date of Tranche II Issue closure. Applications Forms for this
Tranche II Issue will be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by BSE, on Working Days during the Tranche II Issue Period. On the Tranche II Issue
Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by BSE. Further,
pending mandate requests for bids placed on the last day of bidding will be validated by 5 PM on one Working Day after the Tranche II Issue Closing Date. For further details please refer to the chapter
titled “Issue Related Information” on page 229.
A copy of the Shelf Prospectus and this Tranche II Prospectus has been filed with the Registrar of Companies, Maharashtra at Mumbai in terms of Section 26 of Companies Act, 2013, along with the
endorsed/certified copies of all requisite documents. For further details, please refer to the section titled “Material Contracts and Documents for Inspection” on page 286.
Table of Contents
SECTION I – GENERAL 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................1
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ...............................................................................................12
FORWARD LOOKING STATEMENTS .......................................................................................15
SECTION II – RISK FACTORS 17
SECTION III – INTRODUCTION 53
GENERAL INFORMATION .........................................................................................................53
CAPITAL STRUCTURE ................................................................................................................61
OBJECTS OF THE ISSUE ..............................................................................................................71
STATEMENT OF POSSIBLE TAX BENEFITS............................................................................74
SECTION IV - ABOUT OUR COMPANY 86
INDUSTRY OVERVIEW ...............................................................................................................86
OUR BUSINESS ...........................................................................................................................119
HISTORY AND MAIN OBJECTS ...............................................................................................143
OUR MANAGEMENT .................................................................................................................152
OUR PROMOTER ........................................................................................................................165
RELATED PARTY TRANSACTIONS........................................................................................168
SECTION V – FINANCIAL STATEMENTS 169
FINANCIAL INFORMATION .....................................................................................................169
MATERIAL DEVELOPMENTS ..................................................................................................170
FINANCIAL INDEBTEDNESS ...................................................................................................171
SECTION VI – LEGAL AND OTHER INFORMATION 180
OUTSTANDING LITIGATIONS ................................................................................................180
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................213
SECTION VII – ISSUE RELATED INFORMATION 229
ISSUE STRUCTURE ....................................................................................................................229
TERMS OF THE ISSUE ...............................................................................................................236
ISSUE PROCEDURE ...................................................................................................................253
SECTION VIII – MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 286
DECLARATION...........................................................................................................................289
ANNEXURE A – CRISIL RATING, RATING RATIONALE AND PRESS RELEASE 290
ANNEXURE B – ACUITE RATING, RATING RATIONALE AND PRESS RELEASE 291
ANNEXURE C – DEBENTURE TRUSTEE CONSENT LETTER 292
ANNEXURE D – ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION 293
1
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Tranche II Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning ascribed to such definitions and abbreviations set forth herein. References to any
legislation, act, regulation, rules, guidelines, clarifications or policies shall be to such legislation, act, regulation, rules,
guidelines, clarifications or policies as amended, supplemented or re-enacted from time to time until the date of this
Tranche II Prospectus, and any reference to a statutory provision shall include any subordinate legislation notified from
time to time pursuant to such provision.
The words and expressions used in this Tranche II Prospectus but not defined herein shall have, to the extent applicable,
the same meaning ascribed to such words and expressions under the SEBI NCS Regulations, the Companies Act, 2013,
the SCRA, the Depositories Act and the rules and regulations notified thereunder.
General Terms
Term Description
Associates Associate would mean associates of our Company as at and for the relevant financial
year/period as applicable.
“EFSL” or “Company” or Edelweiss Financial Services Limited, a public limited company incorporated under the
“the Issuer” Companies Act, 1956, and having its Registered Office at Edelweiss House, Off C.S.T.
Road, Kalina, Mumbai 400 098, Maharashtra, India.
“we” or “us” or “our” Unless the context otherwise requires, this refers to Edelweiss Financial Services Limited
together with its Subsidiaries, Associates and Trusts for the relevant financial year/period
as applicable.
Subsidiaries Subsidiary would mean subsidiaries of our Company as at and for the relevant financial
year/period as applicable.
For the details of the subsidiaries of our Company, as on June 30, 2022, see “History and
Main Objects” on page 143.
Trusts Trust would mean trusts of our Company as at and for the relevant financial year/period
as applicable.
For the details of the trusts of our Company, as on June 30, 2022, see “History and Main
Objects” on page 143.
Company Related Terms
Term Description
Articles or Articles of Articles of Association of our Company
Association or AOA
Audit Committee Audit committee of the Board of Directors
Auditors or Statutory The current statutory auditors of our Company, M/s. S. R. Batliboi & Co. LLP, Chartered
Auditors Accountants
Board or Board of Directors Board of Directors of our Company or any duly constituted committee thereof.
or our Board or our Board of
Directors
Corporate Social Corporate Social Responsibility Committee of the Board of Directors
Responsibility Committee
Committee A committee constituted by the Board, from time to time.
Directors Directors of the Company
Equity Shares Equity shares of the Company of face value of ₹ 1 each
ESOPs Employee stock options
Debenture Fund Raising Debenture Fund Raising Committee as constituted by the Board of Directors
Committee
Independent Director(s) The independent director(s) on our Board, in terms of Section 2(47) and Section 149(6)
of the Companies Act, 2013 and SEBI Listing Regulations
KMP / Key Managerial Key managerial personnel of our Company as disclosed in this Tranche II Prospectus and
Personnel appointed in accordance with Key Managerial Personnel, as defined under Section 2(51)
of the Companies Act, 2013.
1
Term Description
LAP Loan against property
“MoA” or “Memorandum” Memorandum of Association of our Company
or “Memorandum of
Association”
Nomination and Nomination and Remuneration Committee of the Board of Directors
Remuneration Committee
Networth As defined in Section 2(57) of the Companies Act, 2013, as follows:
“Networth means the aggregate value of the paid-up share capital and all reserves
created out of the profits, securities premium account and debit or credit balance of
profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the audited
balance sheet but does not include reserves created out of revaluation of assets, write
back of depreciation and amalgamation.”
Preference Shares Preference Shares of the Company having face value of ₹5 each.
Promoter Group Includes such persons and entities constituting the promoter group of our Company
pursuant to Regulation 2 (1) (pp) of the SEBI ICDR Regulations, 2018.
Promoters or our Promoter The promoters of our Company are Rashesh Shah, Venkatchalam Ramaswamy, Vidya
Shah and Aparna T.C.
Public Issue 1 Public issue of secured redeemable non-convertible debentures of face value ₹1,000 each
aggregating to ₹2,000 million pursuant to the prospectus dated December 17, 2020
aggregating to ₹4,000 million pursuant to the prospectus dated March 26, 2021
aggregating to ₹ 4,000 million pursuant to the prospectus dated August 9, 2021
aggregating to ₹ 5,000 million pursuant to the tranche I prospectus dated November 29,
2021
Q1 Fiscal 2023 Three months year ended June 30, 2022.
Q1 2023 Unaudited The unaudited consolidated financial information of the Company for the quarter ended
Consolidated Financial June 30, 2022, prepared by our Company in the manner and format required by the SEBI
Results Listing Regulations.
Q1 2023 Unaudited The unaudited standalone financial information of the Company for the quarter ended
Standalone Financial Results June 30, 2022, prepared by our Company in the manner and format required by SEBI
Listing Regulations.
Q1 2023 Unaudited Q1 2023 Unaudited Consolidated Financial Results and Q1 2023 Unaudited Standalone
Financial Results Financial Results.
Reformatted Financial Reformatted Consolidated Financial Information and Reformatted Standalone Financial
Information Information.
Reformatted Consolidated The reformatted consolidated statement of assets and liabilities as at March 31, 2022,
Financial Information March 31, 2021 and March 31, 2020 and the reformatted consolidated statement of profit
and loss for the year ended 2022, 2021 and 2020 and the reformatted consolidated
statement of cash flows for the year ended 2022, 2021 and 2020 and the reformatted
consolidated statement of changes in equity for the year ended 2022, 2021 and 2020.
Our audited consolidated financial statements as at and for the year ended March 31,
2022, March 31, 2021 and March 31, 2020 form the basis for such Reformatted
Consolidated Financial Information.
Reformatted Standalone The reformatted standalone statement of assets and liabilities of our Company as at
Financial Information March 31, 2022, March 31, 2021 and March 31, 2020 and the reformatted standalone
statement of profit and loss for the year ended 2022, 2021 and 2020 and the reformatted
standalone statement of cash flows for the year ended 2022, 2021 and 2020 and the
reformatted standalone statement of changes in equity for the year ended 2022, 2021 and
2020.
Our audited standalone financial statements as at and for the year ended March 31, 2022,
March 31, 2021 and March 31, 2020 form the basis for such Reformatted Standalone
Financial Information
2
Term Description
Registered Office The registered office of our Company is situated at Edelweiss House, Off C.S.T. Road,
Kalina, Mumbai 400 098, Maharashtra, India
Risk Committee Risk Committee of the Board of Directors
RoC/ Registrar of Companies Registrar of Companies, Maharashtra at Mumbai
Shareholders The holders of the Equity Shares from time to time
Stakeholders’ Relationship Stakeholders’ Relationship Committee as constituted by the Board of Directors
Committee
Total Borrowing(s)/ Total Debt securities plus borrowings (other than debt securities), subordinated liabilities and
Debt deposits
Issue Related Terms
Term Description
Abridged Prospectus A memorandum containing the salient features of the Shelf Prospectus and this Tranche
II Prospectus.
Acknowledgement Slip/ The slip or document issued by the Designated Intermediary to an Applicant as proof of
Transaction Registration registration of the Application Form.
Slip/ TRS
Acuité/ Acuite Acuité Ratings & Research Limited.
Allotment Advice The communication sent to the Allottees conveying the details of NCDs allotted to the
Allottees in accordance with the Basis of Allotment.
“Allotment”, “Allot” or Unless the context otherwise requires, the allotment of NCDs to the successful Applicants
Allotted pursuant to this Tranche II Issue.
Allottee(s) The successful Applicant to whom the NCDs are Allotted either in full or part, pursuant
to this Tranche II Issue.
“Applicant” or “Investor” Any person who applies for issuance and Allotment of NCDs through ASBA process or
through UPI Mechanism pursuant to the terms of the Draft Shelf Prospectus, Shelf
Prospectus, this Tranche II Prospectus, the Abridged Prospectus and the Application
Form.
“Application” or “ASBA An application (whether physical or electronic) to subscribe to the NCDs offered pursuant
Application” to this Tranche II Issue by submission of a valid Application Form and authorising an
SCSB to block the Application Amount in the ASBA Account or to block the Application
Amount using the UPI Mechanism, where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by retail investors for an Application Amount of
upto ₹ 500,000 which will be considered as the application for Allotment in terms of this
Tranche II Prospectus.
Application Amount The aggregate value of the NCDs applied for, as indicated in the Application Form for
this Tranche II Issue.
Application Form / ASBA Form in terms of which an Applicant shall make an offer to subscribe to NCDs through
Form the ASBA process or through the UPI Mechanism and which will be considered as the
Application for Allotment of NCDs in terms of the Shelf Prospectus and this Tranche II
Prospectus.
ASBA Account An account maintained with a SCSB and specified in the Application Form which will be
blocked by such SCSB to the extent of the Application Amount mentioned in the
Application Form by an Applicant and will include a bank account of a retail individual
investor linked with UPI, for retail individual investors submitting application value upto
₹ 500,000.
ASBA Circular Circular no. CIR/DDHS/P/121/2018 issued by SEBI on August 16, 2018.
Banker(s) to the Issue Collectively Public Issue Account Bank, Refund Bank and Sponsor Bank.
Base Issue Size ₹ 2,000 million
Basis of Allotment The basis on which NCDs will be allotted to applicants under the Tranche II Issue and
which is described in “Issue Procedure – Basis of Allotment” on page 279.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Application Forms, i.e.,
Designated Branches of SCSB, Specified Locations for Members of the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
Broker Centres Broker centres notified by the Stock Exchange where Applicants can submit the ASBA
Forms (including ASBA Forms under UPI in case of UPI Investors) to a Registered
3
Term Description
Broker. The details of such Broker Centres, along with the names and contact details of
the Trading Members are available on the websites of the Stock Exchange at
www.bseindia.com.
CARE CARE Ratings Limited
CARE Research Report Industry report titled “Industry Report on Financial Services” dated August 22, 2022,
prepared by CARE Advisory Research & Training Limited.
Category I (Institutional • Public financial institutions, scheduled commercial banks, Indian multilateral and
Investors) bilateral development financial institutions which are authorised to invest in the NCDs;
• Provident funds and pension funds each with a minimum corpus of ₹250 million,
superannuation funds and gratuity funds, which are authorised to invest in the NCDs;
• Alternative Investment Funds, subject to investment conditions applicable to them
under the Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012;
• Resident Venture Capital Funds registered with SEBI;
• Insurance companies registered with the IRDAI;
• State industrial development corporations;
• Insurance funds set up and managed by the army, navy, or air force of the Union of
India;
• Insurance funds set up and managed by the Department of Posts, the Union of India;
• Systemically Important Non-Banking Financial Company registered with the RBI and
having a net-worth of more than ₹ 5,000 million as per the last audited financial
statements;
• National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India published in the Gazette of India; and
• Mutual funds registered with SEBI.
Category II (Non • Companies within the meaning of Section 2(20) of the Companies Act, 2013; statutory
Institutional Investors) bodies/ corporations and societies registered under the applicable laws in India and
authorised to invest in the NCDs;
• Co-operative banks and regional rural banks;
• Trusts including public/private charitable/religious trusts which are authorised to
invest in the NCDs;
• Scientific and/or industrial research organisations, which are authorised to invest in the
NCDs;
• Partnership firms in the name of the partners; and
• Limited liability partnerships formed and registered under the provisions of the
Limited Liability Partnership Act, 2008 (No. 6 of 2009).
• Association of Persons; and
• Any other incorporated and/ or unincorporated body of persons.
Category III (High Net Resident Indian individuals or Hindu Undivided Families through the Karta applying for
Worth Individual Investors) an amount aggregating to above ₹ 10,00,000 across all options of NCDs in this Tranche
II Issue.
Category IV (Retail Resident Indian individuals or Hindu Undivided Families through the Karta applying for
Individual Investors) an amount aggregating up to and including ₹ 10,00,000 across all options of NCDs in this
Tranche II Issue and shall include Retail Individual Investors, who have submitted bid
for an amount not more than ₹ 500,000 in any of the bidding options in this Tranche II
Issue (including HUFs applying through their Karta and does not include NRIs) though
UPI Mechanism.
CIBIL TransUnion CIBIL Limited.
Client ID Client identification number maintained with one of the Depositories in relation to the
demat account.
“Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant” or “CDP” SEBI and who is eligible to procure Applications in this Tranche II Issue, at the
Designated CDP Locations in terms of the SEBI Operational Circular.
Credit Rating Agencies Acuité and CRISIL.
Debentures / NCDs Secured Redeemable Non-Convertible Debentures of face value of ₹ 1,000 each.
Debenture Holder(s)/ NCD The holders of the NCDs whose name appears in the database of the Depository and/or
Holder(s) the register of NCD Holders (if any) maintained by our Company if required under
4
Term Description
applicable law.
Debenture Trust Deed The trust deed to be entered between the Debenture Trustee and our Company which shall
be executed in relation to the NCDs within the time limit prescribed by applicable
statutory and/or regulatory requirements, including creation of appropriate security, in
favour of the Debenture Trustee for the NCD Holders on the assets adequate to ensure
100% security cover for the NCDs and the interest due thereon issued pursuant to this
Tranche II Issue. The contents of the Debenture Trust Deed shall be as prescribed by
SEBI or any other applicable statutory/regulatory body from time to time.
Debenture Trustee/ Trustee Trustees for the NCD holders in this case being Beacon Trusteeship Limited.
Debenture Trustee Agreement dated November 15, 2021 entered into between the Debenture Trustee and
Agreement the Company wherein the appointment of the Debenture Trustee, is agreed as between
our Company and the Debenture Trustee.
Deemed Date of Allotment The date on which the Board/or the Debenture Fund Raising Committee approves the
Allotment of NCDs or such date as may be determined by the Board of Directors/or the
Debenture Fund Raising Committee and notified to the Designated Stock Exchange. All
benefits relating to the NCDs including interest on NCDs shall be available to the
Debenture Holders from the Deemed Date of Allotment.
Demographic Details The demographic details of the Applicants such as their respective addresses, email, PAN,
investor status, MICR Code and bank account detail.
Designated Branches Such branches of the SCSBs which shall collect the Application Forms, a list of which
is available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId=34 or at such other websites as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where Applicants can submit the ASBA Forms, a list of
which, along with names and contact details of the Collecting Depository Participants
eligible to accept ASBA Forms are available on the website of the Stock Exchange at
www.bseindia.com.
Designated Date The date on which the funds blocked by the SCSBs are transferred from the ASBA
Accounts to the Public Issue Account and/or the Refund Account, as appropriate, after
finalisation of the Basis of Allotment, in terms of the Shelf Prospectus and this Tranche
II Prospectus following which the NCDs will be Allotted in this Tranche II Issue.
Designated Intermediaries Collectively, the Lead Manager, the Lead Brokers, Trading Members, agents, SCSBs,
Registered Brokers, CDPs and RTAs, who are authorized to collect Application Forms
from the Applicants in this Tranche II Issue.
Designated RTA Locations Such locations of the CRTAs where Applicants can submit the ASBA Forms to CRTAs,
a list of which, along with names and contact details of the CRTAs eligible to accept
ASBA Forms are available on the website of the Stock Exchange.
Designated Stock Exchange The designated stock exchange for the Issue, being BSE Limited.
Direct Online Application An online interface enabling direct applications through UPI by an app based/web
interface, by investors to a public issue of debt securities with an online payment facility.
Draft Shelf Prospectus The Draft Shelf Prospectus dated November 15, 2021 filed with the Designated Stock
Exchange for receiving public comments and with, SEBI in accordance with the
provisions of the Companies Act, 2013 and the SEBI NCS Regulations.
Interest / Coupon Payment Please see section titled “Terms of the Issue” on page 236.
Date
Issue Public issue by our Company of secured redeemable non-convertible debentures of face
value of ₹1,000 each, aggregating up to ₹10,000 million (“Shelf Limit”).
Issue Agreement The Issue Agreement dated November 15, 2021, entered between the Company and
Equirus Capital Private Limited, the Lead Manager read with addendum dated September
26, 2022.
Lead Broker Agreement Agreement dated September 26, 2022, between our Company, the Lead Manager and the
Lead Brokers.
Lead Brokers Edelweiss Broking Limited and Equirus Securities Private Limited.
Lead Manager Equirus Capital Private Limited.
Market Lot 1 (One) NCD.
Members of the Syndicate Members of the Syndicate includes Lead Manager and Syndicate Member(s).
Mobile App(s) The mobile applications listed on the website of Stock Exchanges as may be updated from
time to time, which may be used by RIBs to submit Bids using the UPI Mechanism.
5
Term Description
Redemption Amount Please see the section titled “Terms of the Issue” on page 236.
“Maturity Date” or Please see the section titled “Terms of the Issue” on page 236.
“Redemption Date”
OCB or Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to
Body the extent of at least 60% (sixty percent) by NRIs including overseas trusts, in which not
less than 60% (sixty percent) of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003 and immediately before such
date had taken benefits under the general permission granted to OCBs under the FEMA.
OCBs are not permitted to invest in the Issue.
Offer Document The Draft Shelf Prospectus, Shelf Prospectus, this Tranche II Prospectus and Abridged
Prospectus read with any notices, corrigenda, addenda thereto, the Debenture Trust Deed
and other documents, if applicable, and various other documents/ agreements/
undertakings, entered or to be entered by our Company with Lead Manager, Public Issue
Account and Sponsor Bank Agreement, Lead Broker Agreement and/or other
intermediaries for the purpose of this Issue including but not limited to the Debenture
Trust Deed, the Debenture Trustee Agreement, the Tripartite Agreements, the Registrar
Agreement, the Agreement with the Lead Manager. For further details see the chapter
titled “Material Contracts and Documents for Inspection” on page 286.
Public Issue Account A bank account to be opened with the Bankers to the Issue to receive monies from the
ASBA Accounts on the Designated Date as specified for in this Tranche II Prospectus.
Public Issue Account and Agreement dated September 26, 2022 entered amongst our Company, the Registrar, the
Sponsor Bank Agreement Public Issue Account Bank, the Refund Bank and the Sponsor Bank and the Lead
Manager for appointment of the Sponsor Bank in accordance with the SEBI Operational
Circular for collection of the Application Amounts from ASBA Accounts and where
applicable, refunds of the amounts collected from the Applicants on the terms and
conditions thereof.
Public Issue Account Bank ICICI Bank Limited
Record Date The record date for payment of interest in connection with the NCDs or repayment of
principal in connection therewith shall be 15 (fifteen) days prior to the date on which
interest is due and payable, and/or the date of redemption or such other date as may be
determined by the Board of Directors or the Debenture Fund Raising Committee or such
other Committee (as may be authorised by the Board in this regard from time to time) in
accordance with the applicable law. Provided that trading in the NCDs shall remain
suspended between the aforementioned Record Date in connection with redemption of
NCDs and the date of redemption or as prescribed by the Stock Exchange, as the case
may be.
In case Record Date falls on a day when Stock Exchange are having a trading holiday,
the immediate subsequent trading day will be deemed as the Record Date
Recovery Expense Fund An amount which has been deposited by our Company with the Designated Stock
Exchange, equal to 0.01% of the issue size, subject to a maximum of deposit of
₹25,00,000 at the time of making the application for listing of NCDs.
Refund Account Account to be opened with the Refund Bank from which refunds, if any, of the whole or
any part of the Application Amount
Refund Bank ICICI Bank Limited
Register of NCD holders The register of NCD holders maintained by the Issuer in accordance with the provisions
of the Companies Act, 2013 and by the Depositories in case of NCDs held in
dematerialised form, and/or the register of NCD holders maintained by the Registrar
Registrar Agreement Agreement dated November 15, 2021, entered into between the Issuer and the Registrar
under the terms of which the Registrar has agreed to act as the Registrar to the Issue
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers) Regulation, 1992 and the stock exchanges having nationwide terminals,
other than the Members of the Syndicate and eligible to procure Applications from
Applicants
Registrar to the Issue or KFIN Technologies Limited (formerly known as KFIN Technologies Private Limited)
Registrar
Resident Individual An individual who is a person resident in India as defined in the FEMA
“Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure
Transfer Agents” or “RTAs” Application in the Issue
6
Term Description
Security The principal amount of the NCDs to be issued in terms of the Shelf Prospectus and this
Tranche II Prospectus together with all interest due and payable on the NCDs, thereof
shall be secured by way of exclusive charge in favour of the Debenture Trustee on an
immovable property and/or future receivables of our Company, will be created in favour
of the Debenture Trustee, as specifically set out in and fully described in the Debenture
Trust Deed, except those receivables specifically and exclusively charged in favour of
certain existing charge holders, such that a security cover of atleast 100% of the
outstanding principal amounts of the NCDs and interest thereon is maintained at all time
until the Maturity Date. We undertake that the assets on which the charge is proposed to
be created are free from any encumbrances. For further details on date of creation of
security/likely date of creation of security, minimum security cover etc., please refer to
the “Terms of the Issue – Security” on page 236.
“Self-Certified Syndicate The banks registered with SEBI, offering services in relation to ASBA, a list of which is
Banks” or “SCSBs” available on the website of SEBI
athttp://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated
from time to time and at such other websites as may be prescribed by SEBI from time to
time.
Series/Option Collectively the Series of NCDs being offered to the Applicants as stated in the section
titled “Issue Related Information” beginning on page 229.
Shelf Prospectus The Shelf Prospectus dated November 29, 2021, filed by our Company with the SEBI,
BSE and the RoC in accordance with the provisions of the Companies Act, 2013 and the
SEBI NCS Regulations.
“Specified Cities” or Bidding centres where the Members of the Syndicate shall accept Application Forms from
“Specified Locations” Applicants, a list of which is available on the website of the SEBI
athttps://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and
updated from time to time and at such other websites as may be prescribed by SEBI from
time to time.
Sponsor Bank A Banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as a
conduit between the Stock Exchanges and NPCI in order to push the mandate collect
requests and / or payment instructions of the retail individual investors into the UPI for
retail individual investors applying through the app/web interface of the Stock
Exchange(s) with a facility to block funds through UPI Mechanism for application value
upto ₹ 500,000 and carry out any other responsibilities in terms of the UPI Mechanism
Circular and as specified in this Tranche II Prospectus.
Stock Exchange BSE
Syndicate ASBA Applications through the Syndicate or the Designated Intermediaries.
Syndicate ASBA ASBA Applications through the Lead Manager, Lead Brokers, the Trading Members of
Application Locations the Stock Exchange or the Designated Intermediaries.
Syndicate Bidding Centres Syndicate Bidding Centres established for acceptance of Application Forms.
Syndicate SCSB Branches In relation to ASBA Applications submitted to a Member of the Syndicate, such branches
of the SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to
receive deposits of the Application Forms from the members of the Syndicate, and a list
of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised
Intermediaries or at such other website as may be prescribed by SEBI from time to time.
Tenor Please see “Terms of the Issue” on page 236.
Trading Members Intermediaries registered with a Lead Broker or a sub-broker under the SEBI (Stock
Brokers and Sub-Brokers) Regulations, 1992 and/or with the Stock Exchange under the
applicable byelaws, rules, regulations, guidelines, circulars issued by Stock Exchange
from time to time and duly registered with the Stock Exchange for collection and
electronic upload of Application Forms on the electronic application platform provided
by Stock Exchange.
Tranche II Issue Public issue by our Company of secured redeemable non-convertible debentures of face
value of ₹1,000 each, for an amount of ₹2,000 million with an option to retain
oversubscription up to ₹ 2,000 million aggregating up to ₹4,000 million which is within
the shelf limit of 10,000 million. (“Shelf Limit”).
Tranche II Prospectus This Tranche II Prospectus containing the details of NCDs including interest, other terms
and conditions, recent developments, general information, objects, procedure for
application, statement of tax benefits, regulatory and statutory disclosures and material
7
Term Description
contracts, documents for inspection and other terms and conditions in respect of this
Tranche II Issue.
Tranche II Issue Closing October 17, 2022
Date
Tranche II Issue Opening October 3, 2022
Date
Tranche II Issue Period The period between the Tranche II Issue Opening Date and the Tranche II Issue Closing
Date inclusive of both days, during which prospective Applicants can submit their
Application Forms.
Transaction Documents Transaction documents shall mean the Draft Shelf Prospectus, the Shelf Prospectus and
this Tranche II Prospectus read with any notices, corrigenda, addenda thereto, Tranche II
Issue Agreement, Registrar Agreement, Debenture Trustee Agreement, Debenture Trust
Deed, Tripartite Agreements executed or to be executed by our Company, as the case may
be. For further details please see the section titled, “Material Contracts and Documents
for Inspection” on page 286.
Tripartite Agreements Tripartite Agreement dated December 17, 2020, entered into between our Company, the
Registrar to the Tranche II Issue and NSDL and Tripartite Agreement dated December 8,
2020 entered into between our Company, the Registrar to the Tranche II Issue and CDSL
for offering demat option to the NCD Holders.
“UPI” or “UPI Mechanism” Unified Payments Interface mechanism in accordance with SEBI Operational Circular to
block funds for application value up to ₹ 500,000 submitted through intermediaries,
namely the Registered Stockbrokers, Lead Brokers, Registrar and Transfer Agent and
Depository Participants.
UPI ID Identification created on the UPI for single-window mobile payment system developed
by the National Payments Corporation of India.
“UPI Mandate Request” or A request initiated by the Sponsor Bank on the Retail Individual Investor to authorise
“Mandate Request” blocking of funds in the relevant ASBA Account through the UPI mobile app/web
interface (using UPI Mechanism) equivalent to the bid amount and subsequent debit of
funds in case of allotment.
Wilful Defaulter(s) Wilful defaulter shall have the same meaning as under regulation (2) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018.
Working Days Working Day(s) shall mean all days excluding Sundays or a holiday of commercial banks
in Mumbai, except with reference to Issue Period, where Working Days shall mean all
days, excluding Saturdays, Sundays and bank holidays in Mumbai. Furthermore, for the
purpose of post issue period, i.e. period beginning from Issue Closing Date to listing of
the NCDs, Working Days shall mean all trading days of Stock Exchange excluding
Saturdays, Sundays and bank holidays in Mumbai, as per the SEBI NCS Regulations,
however, with reference to payment of interest/redemption amount of NCDs, Working
Days shall mean those days wherein the money market is functioning in Mumbai.
Conventional and General Terms or Abbreviations
Term/Abbreviation Description/Full Form

“₹”, “Rupees”, “Indian The lawful currency of the Republic of India
Rupees” or “INR”
“US$”, “USD”, and “U.S. The lawful currency of the United States of America
Dollars”
ACH Automated Clearing House
AGM Annual General Meeting
ALM Asset Liability Management
ALM Guidelines Guidelines for ALM system in relation to NBFCs
AMC Asset Management Company
AS or Accounting Standards Accounting Standards as prescribed by Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014as amended from time to time
AIF An alternative investment fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012 as amended from time to time
8
ASBA Application supported by blocked amounts
AUM Assets Under Management
Bankruptcy Code The Insolvency and Bankruptcy Code, 2016
BSE BSE Limited
CAGR Compounded annual growth rate over a specified period of time of a given value (the
year-over-year growth rate)
CARE Report Industry Report on Financial Services – August 22, 2022 prepared by CARE Advisory
Research & Training Limited (“CART”)
CDSL Central Depository Services (India) Limited
CIN Corporate Identification Number
Companies Act/ Companies Companies Act, 2013 and the rules made thereunder
Act, 2013
CPC Code of Civil Procedure, 1908
CRAR Capital to risk-weighted assets ratio means (Tier I Capital + Tier II Capital)/ Total Risk
Weighted Assets *100
CrPC Code of Criminal Procedure, 1973
CY Calendar Year
Depositories CDSL and NSDL
Depositories Act Depositories Act, 1996
Depository(ies) NSDL and /or CDSL
DIN Director Identification Number
“DP” or “Depository Depository Participant as defined under the Depositories Act, 1996
Participant”
DT Circular Circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 issued by SEBI on November
3, 2020, as amended from time to time
DRR Debenture Redemption Reserve
EGM Extraordinary General Meeting
EOW Economic Offences Wing
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended from time to time
FEMA Regulations / FEMA (Non-debt Instruments) Rules, 2019, as amended from time to time
FEMA20 (R)
FII Foreign Institutional Investor(s)
FPI Foreign Portfolio Investor as defined and registered under the SEBI (Foreign Portfolio
Investors) Regulations, 2019, as amended from time to time.
“Financial Year”, “Fiscal” Period of 12 months ended March 31 of that particular year
or “FY” or “for the year
ended”
GDP Gross Domestic Product
“Government” Government of India
G-Sec Government Securities
GST Goods and Services Tax
HNI High Net worth Individual
HFC Housing Finance Company
HUF Hindu Undivided Family
ICAI Institute of Chartered Accountants of India
IEPF Investor Education and Protection Fund
IFRS International Financial Reporting Standards
“Income Tax Act” or “IT Income Tax Act, 1961
Act”
Ind AS Indian Accounting Standards as prescribed by Section 133 of the Companies Act, 2013
and notified by the Ind AS Rules
Ind AS Rules Indian Accounting standards as prescribed by Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended from time to time
India Republic of India
IPC Indian Penal Code, 1860
IRDAI Insurance Regulatory and Development Authority of India
9
IT Information Technology
ITR Income Tax Returns
KYC Know Your Customer
LLP Limited Liability Partnership
LLP Act Limited Liability Partnership Act, 2008
MCA Ministry of Corporate Affairs, Government of India
MICR Magnetic Ink Character Recognition
MLD Market Linked Debentures
Mutual Funds A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996
NACH National Automated Clearing House
NHB National Housing Bank
NHB Act National Housing Bank Act, 1987
NAV Net Asset Value
NBFC Non-Banking Financial Company, as defined under Section 45-IA of the RBI Act
NEFT National Electronic Fund Transfer
NRI Non-resident Indian
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
p.a. Per annum
PAN Permanent Account Number
PAT Profit After Tax
PCR Provisioning Coverage Ratio
PMLA Prevention of Money Laundering Act, 2002
PP MLD Principal Protected Market Linked Debentures
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
RBI Master Directions Master Direction – Non-Banking Financial Company – Systemically Important Non-
Deposit taking and Deposit taking Company (Reserve Bank) Directions, 2016 dated
September 1, 2016
RERA Real Estate Regulatory Authority
RERAD Act Real Estate Regulation and Development Act, 2016
RTGS Real Time Gross Settlement
SARFAESI Act Securitisation and Reconstruction of Financial Assets and Enforcement of Securities
Interest Act, 2002
SCRA Securities Contracts Regulation Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012, as amended
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SEBI Merchant Banker Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 as
Regulations amended
SEBI NCS Regulations Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, as amended from time to time and circulars issued thereunder
SEBI Operational Circular SEBI circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, as amended
from time to time.
Stage 1 Assets Stage 1 Assets includes financial instruments that have not had a significant increase in
credit risk (SICR) since initial recognition or that have low credit risk at the reporting
date as defined under Ind AS
Stage 1 Provision Stage 1 provision are 12-month ECL resulting from default events that are possible within
12 months after the reporting date as defined under Ind AS
Stage 2 Assets Stage 2 Assets includes financial instruments that have had a significant increase in credit
risk since initial recognition but that do not have objective evidence of impairment as
10
defined under Ind AS
Stage 2 Provision Stage 2 provision are lifetime ECL resulting from all default events that are possible over
the expected life of the financial instrument as defined under Ind AS
Stage 3 Assets Stage 3 Assets includes financial assets that have objective evidence of impairment at the
reporting date as defined under Ind AS
Stage 3 Provision Stage 3 provision are lifetime ECL resulting from all default events that are possible over
the expected life of the financial instrument as defined under Ind AS
TDS Tax Deducted at Source
Trademarks Act Indian Trademarks Act, 1999
Technical and Industry Related Terms

Hybrid Debt A capital instrument, which possesses certain characteristics of equity as well as debt
LTV Ratio of loan to the collateral value
MFI Microfinance institutions
NPA Non-Performing Assets
NBFC-D NBFC registered as a deposit accepting NBFC
NBFC-MFI An NBFC-MFI is defined as a non-deposit taking NBFC which extends loans to Micro
Finance Sector
NBFC-ND NBFC registered as a non-deposit accepting NBFC
NBFC-ND-SI Systemically important Non-Deposit taking NBFC
Owned Funds Paid-up equity capital, preference shares which are compulsorily convertible into equity,
free reserves, balance in share premium account; capital reserve representing surplus
arising out of sale proceeds of asset, excluding reserves created by revaluation of assets;
less accumulated loss balance, book value of intangible assets and deferred revenue
expenditure, if any
Prudential Norms Prudential norms as provided under Master Direction - Non-Banking Financial Company
- Systemically Important Non-Deposit taking Company and Deposit taking Company
(Reserve Bank) Directions, 2016
MSME Micro, Small and Medium Enterprises
Tier I Capital Tier I capital means, owned fund as reduced by investment in shares of other NBFCs and
in shares, debentures, bonds, outstanding loans and advances including hire purchase and
lease finance made to and deposits with subsidiaries and companies in the same group
exceeding, in aggregate, 10% of the owned fund and perpetual debt instruments issued
by a non-deposit taking NBFC in each year to the extent it does not exceed 15% of the
aggregate Tier I Capital of such company as on March 31 of the previous accounting year
Tier II Capital Tier-II capital includes the following: (a) preference shares other than those which are
compulsorily convertible into equity; (b) revaluation reserves at discounted rate of 55%;
(c) general provisions and loss reserves to the extent these are not attributable to actual
diminution in value or identifiable potential loss in any specific asset and are available to
meet unexpected losses, to the extent of one and one fourth percent of risk weighted
assets; (d) hybrid debt capital instruments; (e) subordinated debt; (f) perpetual debt
instruments issued by a non-deposit taking non-banking financial company which is in
excess of what qualifies for Tier I Capital, to the extent the aggregate does not exceed
Tier-I capital
Notwithstanding the foregoing, the terms defined as part of “Regulations and Policies” and “Summary of Key Provisions
of Articles of Association” on pages 164 and 532 respectively of the Shelf Prospectus shall have the meaning ascribed
to them as part of the aforementioned sections. Notwithstanding the foregoing, the terms defined as part of “Risk
Factors”, “Industry Overview”, “General Information” and “Statement of Possible Tax Benefits”, “Financial
Information”, and “Other Regulatory and Statutory Disclosures” on pages 17, 86, 53, 74, 169, and 213 respectively
shall have the meaning ascribed to them as part of the aforementioned sections in this Tranche II Prospectus.
11
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION
Certain Conventions
In this Tranche II Prospectus, unless otherwise specified or the context otherwise indicates or implies the terms, all
references to “Edelweiss Financial Services Limited” and “our Company” are to Edelweiss Financial Services Limited
on a standalone basis, while all references to “we”, “us”, “our” are to Edelweiss Financial Services Limited together with
its Subsidiaries. Unless stated otherwise, all references to page numbers in this Tranche II Prospectus are to the page
numbers of this Tranche II Prospectus.
All references in this Tranche II Prospectus to “India” are to the Republic of India and its territories and possessions. All
references to the “Government” or “State Government” are to Government of India, Central or State, as applicable.
Presentation of Financial Information
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31
of that particular calendar year, so all references to a particular financial year or fiscal are to the 12-month period
commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar
year. Unless the context requires otherwise, all references to a year in this Tranche II Prospectus are to a calendar year
and references to a Fiscal/Fiscal Year are to the year ended on March 31 of that calendar year.
In accordance with the Road Map for Ind AS implementation, issued by MCA, our Company is required to prepare its
financial statements in accordance with Ind AS for periods beginning on or after April 1, 2018. For the purposes of
disclosure in this Tranche II Prospectus, we have prepared and presented our Reformatted financial information for the
latest Fiscals (in this case, for Fiscal 2022, 2021 and 2020).
Accordingly, our Company’s audited standalone financial statements for the years ended March 31, 2022, March 31,
2021 and March 31, 2020 and our Company’s audited consolidated financial statement for the year ended March 31,
2022, March 31, 2021 and March 31, 2020 have been prepared in accordance with IndAS. Our audited standalone
financial statements for the years ended March 31, 2022, March 31, 2021 and March 31, 2020 and our Company’s audited
consolidated financial statement for the year ended March 31, 2022, March 31, 2021 and March 31, 2020 have been
audited by M/s. S. R. Batliboi & Co. LLP, Chartered Accountants.
The Reformatted Financial Information is included in this Tranche II Prospectus and is referred to hereinafter as the
“Reformatted Financial Information”. The examination reports on the Reformatted Financial Information are included in
this Tranche II Prospectus in the section titled “Financial Information” on page 169. Unless stated otherwise or unless
the context requires otherwise, the financial data on standalone and consolidated basis as at and for the year ended March
31, 2022, March 31, 2021 and March 31 2020 used in this Tranche II Prospectus is derived from our Reformatted
Financial Information.
The Q1 2023 Unaudited Standalone Financial Results and Q1 2023 Unaudited Consolidated Financial Results of our
Company have been prepared in accordance with recognition and measurement principles laid down in the aforesaid Ind
AS 34 “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013, as amended, read with
relevant rules issued there-under and other accounting principles generally accepted in India and Regulation 33 of the
SEBI Listing Regulations. The limited review reports on the Q1 2023 Unaudited Standalone Financial Results and Q1
2023 Unaudited Consolidated Financial Results have been issued by M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants. For further details refer section titled “Financial Information” on page 169 of this Tranche II Prospectus.
Unless stated otherwise or unless the context requires otherwise, the financial data on standalone and consolidated basis
as at and for the year ended March 31, 2022, March 31, 2021 and March 31 2020 used in this Tranche II Prospectus is
derived from our Reformatted Financial Information. Additionally, unless stated otherwise or unless the context requires
otherwise, the financial data as at and for the quarter ended June 30, 2022 used in this Tranche II Prospectus, is derived
from our Company’s Q1 2023 Unaudited Consolidated Financial Results.
Unless stated otherwise and unless the context requires otherwise, the financial data used in this Tranche II Prospectus is
on a consolidated basis.
Further, Q1 2023 Unaudited Standalone Financial Results and Q1 2023 Unaudited Consolidated Financial Results are
not indicative of full year results and are not comparable with annual financial information. Any discrepancies in the
12
tables included herein between the amounts listed and the totals thereof are due to rounding off.
Unless stated otherwise, macroeconomic and industry data used throughout the Shelf Prospectus and this Tranche II
Prospectus has been obtained from publications prepared by providers of industry information, government sources and
multilateral institutions. Such publications generally state that the information contained therein has been obtained from
sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be
assured. Although the Issuer believes that industry data used in the Shelf Prospectus and this Tranche II Prospectus is
reliable, it has not been independently verified. Further, the extent to which the market and industry data presented in the
Shelf Prospectus and this Tranche II Prospectus is meaningful depends on the readers’ familiarity with and understanding
of methodologies used in compiling such data.
Currency and Unit of Presentation
In this Tranche II Prospectus, all references to ‘Rupees’/‘₹’/‘INR’/ ‘₹’ are to Indian Rupees, the official currency of the
Republic of India.
Except where stated otherwise in this Tranche II Prospectus, all figures have been expressed in ‘in millions’. All
references to ‘million/million/mn.’ Refer to one million, which is equivalent to ‘ten lakhs’ or ‘ten lacs’, the word
‘lakhs/lacs/lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and ‘billion/bn./billions’ means ‘one
hundred crores’.
Certain figures contained in this Tranche II Prospectus, including financial information, have been subject to rounding
adjustments. Unless set out otherwise, all figures in decimals, including percentage figures, have been rounded off to two
decimal points. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the
total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the
total figure given for that column or row. Further, any figures sourced from third party industry sources may be rounded
off to other than two decimal points to conform to their respective sources.
Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial
performance have been included in this Tranche II Prospectus. We compute and disclose such non-GAAP financial
measures and such other statistical information relating to our operations and financial performance as we consider such
information to be useful measures of our business and financial performance. These non-GAAP financial measures and
other statistical and other information relating to our operations and financial performance may not be computed on the
basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by other companies
and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly
titled measures presented by other companies.
Industry and Market Data
Any industry and market data used in this Tranche II Prospectus consists of estimates based on data reports compiled by
Government bodies, professional organizations and analysts, data from other external sources including CARE, available
in public domain and knowledge of the markets in which we compete. These publications generally state that the
information contained therein has been obtained from publicly available documents from various sources believed to be
reliable, but it has not been independently verified by us, its accuracy and completeness is not guaranteed and its reliability
cannot be assured. Although we believe that the industry and market data used in this Tranche II Prospectus is reliable,
it has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes
of presentation. Data from these sources may not be comparable. The extent to which the industry and market data
presented in this Tranche II Prospectus is meaningful depends on the reader’s familiarity with and understanding of the
methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which
we conduct our business and methodologies and assumptions may vary widely among different market and industry
sources.
General Risk
Investment in NCDs involve a degree of risk and investors should not invest any funds in NCDs 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 Tranche II Issue including the risks involved in it.
13
Specific attention of investors is invited to statement of risk factors contained under section “Risk Factors” on page 17.
These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the NCDs or
Investor’s decision to purchase such securities.
14
FORWARD LOOKING STATEMENTS
Certain statements contained in this Tranche II Prospectus that are not statements of historical fact constitute “forward-
looking statements”. Investors can generally identify forward-looking statements by terminology such as “aim”,
“anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”,
“project”, “pursue”, “shall”, “seek”, “should”, “will”, “would”, or other words or phrases of similar import. Similarly,
statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All statements
regarding our expected financial conditions, results of operations, business plans and prospects are forward-looking
statements. These forward-looking statements include statements as to our business strategy, revenue and profitability,
new business and other matters discussed in this Tranche II Prospectus that are not historical facts. All forward-looking
statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results,
including our financial conditions and results of operations to differ from our expectations include, but are not limited to,
the following:
• We operate in an increasingly competitive financial services industry, which creates significant pricing pressures
and may adversely affect our net interest margins, income and market share;
• Performance of the financial and capital markets in India and globally;
• We are involved in certain legal and other proceedings which, if determined against us, could have a material adverse
impact on our financial condition;
• The outcome of any legal or regulatory proceedings we are or may become a party to;
• Changes in Indian and/or foreign laws and regulations, including tax, accounting, banking, securities, insurance and
other regulations; changes in competition and the pricing environment in India; and regional or general changes in
asset valuations;
• Our inability to successfully diversify our portfolio;
• Any disruption in our sources of funding;
• Our inability to obtain or maintain statutory or regulatory approvals and licenses for conducting our business;
• Our reliance on Indian exchanges for a significant portion of our investment banking, wealth management and
securities business;
• Performance of the Indian debt and equity markets;
• Occurrence of natural calamities, pandemics, or natural disasters affecting the areas in which our Company has
operations; and
• Any increase in the levels of non-performing assets (“NPA”) on our loan portfolio, for any reason; whatsoever,
would adversely affect our business and results of operations.
For further discussion of factors that could cause our actual results to differ, see “Risk Factors” on page 17.
All forward-looking statements are subject to risks, uncertainties and assumptions about our Company that could cause
actual results and valuations to differ materially from those contemplated by the relevant statement. Additional factors
that could cause actual results, performance or achievements to differ materially include, but are not limited to, those
discussed under the sections titled “Industry Overview”, “Our Business” and “Legal and Other Information” on pages
86, 119 and 180. The forward-looking statements contained in this Tranche II Prospectus are based on the beliefs of
management, as well as the assumptions made by and information currently available to management. Although our
Company believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot
assure investors that such expectations will prove to be correct or will hold good at all times. Given these uncertainties,
investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and
uncertainties materialise, or if any of our Company’s underlying assumptions prove to be incorrect, our Company’s actual
results of operations or financial condition could differ materially from that described herein as anticipated, believed,
estimated or expected. All subsequent forward-looking statements attributable to our Company are expressly qualified in
their entirety by reference to these cautionary statements.
15
Neither our Company, its Directors, its KMPs and officers, nor any of their respective affiliates or associates or the Lead
Manager have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with SEBI NCS Regulations, our Company and Lead Manager will ensure that investors in India are informed
of material developments until the time of the grant of listing and trading permission by the Stock Exchange.
16
SECTION II – RISK FACTORS
An investment in this type of security involves a certain degree of risk. The investor should carefully consider all the
information contained in this Tranche II Prospectus, including the risks and uncertainties described below, before
making an investment decision. The risk factors set forth below do not purport to be complete or comprehensive in terms
of all the risks that may arise in connection with our business or any decision to purchase, own or dispose of the NCDs.
Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also have
an adverse impact on our business, results of operations, cash flows and financial condition. The market prices of the
NCDs could decline due to such risks and you may lose all or part of your investment.
The financial and other related implications of the risks described in this section, have been disclosed to the extent
quantifiable as on the date of this Tranche II Prospectus. This Tranche II Prospectus also contains forward-looking
statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including events described below and elsewhere in this Tranche
II Prospectus.
Unless otherwise stated or unless context requires otherwise, the financial information used in this section is derived
from and should be read in conjunction with the Reformatted Financial Information and the Q1 2023 Unaudited
Financial Results as included in this Tranche II Prospectus. In this section, unless the context otherwise requires, a
reference to “our Company” is a reference to Edelweiss Financial Services Limited on a standalone basis, while any
reference to “we”, “us”, “our” or “our Group” is a reference to Edelweiss Financial Services Limited on a consolidated
basis.
Risk factors relating to our business
1. The financing industry is becoming increasingly competitive, which creates significant pricing pressures for us
to retain existing customers and solicit new business. Our growth will depend on our ability to compete effectively
in this environment.
Our business operates in a highly competitive market and we face significant competition from other players in the
financing industry. Many of our competitors are large institutions, which may have a larger customer base, funding
sources, branch networks and capital base compared to us. Some of our competitors may be more flexible and better
positioned to take advantage of market opportunities. This competition is likely to further intensify as a result of
liberalisation and regulatory changes. Our future success will depend, to a large extent, on our ability to respond in a
timely and effective manner to these competitive pressures. Particularly in light of the COVID-19 pandemic, there has
been a significant decline in economic activities and since the end of March, 2020, the macroeconomic impacts became
significant, exhibited by, among other things, a rise in unemployment and market volatility. While the COVID related
lockdown of 2020 was gradually relaxed later in the year 2020, the emergence of second COVID-19 wave in the year
2021 forced state governments across India to again impose selective lockdowns since March 2021. While these
lockdowns are now being lifted and India has already achieved a milestone of 1 billion vaccinations to lessen the spread
of the epidemic, the economic activity is still expected to take some more time before it returns to its earlier growth path.
Our Statutory Auditors have included a matter of emphasis pertaining to COVID 19. For further details, please refer to
risk factor number 28 on page 32 of this Tranche II Prospectus.
According to CARE report, FY22 started with the country being hit by the second wave of the pandemic which saw
lockdowns and restrictions being re-imposed across states for 2 - 3 months. This impeded economic output in Q1FY21
and led to a year-on-year (Y-o-Y) decline of 23.8% in GDP. By the end of Q4FY21, the economy paved its way to
recovery. The Indian economy bounced back strongly in Q1FY22 with 20.1% Y-o-Y growth due to low base. The easing
of lockdowns and restrictions across states since June coupled with the decline in Covid-19 cases and higher vaccination
rate facilitated higher economic activity at a faster than expected and this was reflected in the GDP for the Q2FY22 which
grew annually by 8.5%. The dip in Q3FY22 of 5.4% can be attributed to fading base effect. India’s economy recorded
modest growth at 4.1% in Q4FY22, down from 5.4% in the previous quarter. The economy was hit by the third wave of
Covid-19 during the quarter. (Source: CARE Report)
Our credit business competes based on a number of factors, including cost effective sources of funding, successful
implementation of new technologies and rationalising branches to manage operational costs. Loans are becoming
increasingly standardised and terms such as variable (or floating) rate interest options, lower processing fees and monthly
reset periods are becoming increasingly common in the Indian financial sector, thereby increasing competition.
17
Our advisory business includes wealth management including capital markets, asset management and asset reconstruction
businesses. However, the Wealth Management Business has ceased to be a subsidiary of our Company and became an
Associate with effect from March 26, 2021. We compete based on a number of factors, including client relationships,
reputation, the abilities and past performance of our professionals, market focus and the relative quality and price of our
services and products. We have experienced intense price competition with respect to our brokerage business, including
large block trades, spreads and trading commissions. Trends toward multiple book runners, co-managers and multiple
financial advisors handling transactions, have continued and could adversely affect our revenues, even during periods
where the volume and number of investment banking transactions are increasing. Competitive factors with respect to our
asset management activities include the amount of firm capital we can invest in new products and our ability to increase
assets under management, including our ability to attract capital for new investment funds.
Our insurance business competes for business based on various factors, including product features, price, coverage
offered, quality of customer service, distribution network, relationships with agents, bancassurance partners and other
intermediaries, brand recognition, size of operations, financial strength and credit ratings. In addition, life insurance
products also compete with certain other financial services products which may not be exactly comparable but provide
slightly different alternatives to the customers. For example, in the area of savings-oriented insurance products, we
compete with mutual fund companies, bank fixed deposits and Government small saving schemes. Some of our
competitors may offer higher commissions or more attractive rewards to agents and other distribution intermediaries or
offer similar insurance products at lower pricing. There have also been a few takeovers of insurance companies or
companies in other segments and as a result of such consolidation, competitors may emerge that are larger in scale and/or
have other competitive advantages. We may not be able to sustain our growth considering competitive pressure or other
factors.
If we are unable to effectively respond to these various competitive pressures, it could result in a decrease of market
share, decrease in our margins and spreads, reduced customer base, increase in pricing of our products, increase in
operating expenses, as well as higher attrition rates among management and sales staff, lower growth rates, or even losses,
which could have material adverse effect on our business, results of operations, cash flows and financial condition. F
2. We have grown in the past but there can be no assurance that our growth will continue at a similar rate or that
we will be able to manage our rapid growth. If we are unable to implement or sustain our growth strategy
effectively it could adversely affect our business, results of operations, cash flows and financial condition.
We have reported significant growth in our profits or loan book size in the past. Our credit book has degrown during
Fiscal 2020 and 2021 due to NBFC industry facing resources crunch since a credit event in September 2018 and now
stands at ₹ 1,04,739.31 million as on March 31, 2022. Our consolidated profit for the year attributable to owners of the
parent was ₹ 1,887.84 million for the Fiscal 2022. While we were profitable during the Fiscal 2022 and will continue to
endeavour to grow our profitability going forward, no assurance can be given that our growth will continue at a similar
rate or that we will be able to manage our rapid growth. If we are unable to implement or sustain our growth strategy
effectively it could adversely affect our business, results of operations, cash flows and financial condition.
Our growth strategy includes growing our asset management, asset reconstruction, and insurance businesses and
expanding our retail customer base. A principal component of our strategy is to continue diversifying the development
of our new portfolio of products to suit our customers’ needs and increase the scale of our businesses. This growth strategy
will place significant demands on our management, financial and other resources and will require us to continuously
develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges
involved in financial management, recruitment, training and retaining high quality human resources, preserving our
culture, values and entrepreneurial environment as well as developing and improving our internal administrative
infrastructure. We also face a number of operational risks in executing our growth strategy. Any rapid growth in our
credit book exposes us to a wide range of increased risks, including business and operational risks, such as the possibility
of increased NPA, fraud risks as well as regulatory and legal risks. Dealing with a large base of retail clients in businesses
like retail credit, insurance, asset management and brokerage also exposes us to a wide range of increased risks, including
business, regulatory, legal, fraud, compliance and reputation risks.
The insurance industry or other financial services industry segments have also seen a few takeovers in the recent past. As
a result of this consolidation, competitors may emerge that are larger in scale and/or have other competitive advantages.
We may not be able to sustain our growth in light of competitive pressure or other factors. Additionally, there may be
scenarios wherein the newly launched products may not generate anticipated returns from the market or may have
negative impact on the returns and may be withdrawn. Business models may not succeed in the market and technological
and other costs incurred towards automating and developing new customer-friendly interfaces may not yield desired
results.
18
Our ability to sustain our rate of growth also depends, to a large extent, upon our ability to recruit trained and efficient
personnel, retain key managerial personnel, maintain effective risk management policies, continue to offer products,
which are relevant to our target base of clients, develop managerial experience to address emerging challenges and ensure
a high standard of client service. We will need to recruit new employees, who will have to be trained and integrated into
our operations. We will also have to train existing employees to adhere properly to internal controls and risk management
procedures. Failure to train our employees properly may result in an increase in employee attrition rate, a need to hire
additional employees, erosion in the quality of customer service, a diversion of the management’s resources, an increase
in our exposure to high-risk credit and an increase in costs for us. If we grow our credit book too rapidly or fail to make
proper assessments of credit risks associated with new customers, a higher percentage of our loans may become non-
performing, which would have a negative impact on the quality of our assets and our financial condition. If we are unable
to manage such growth it could disrupt our business prospects, impact our financial condition and adversely affect our
results of operations, cash flows and financial condition.
Our rapid growth has placed and will continue to place significant demands on our operational, credit, financial and other
internal risk controls, including:
• preserving our asset quality as our geographical presence increases and our customer profile changes;
• developing and improving our products and delivery channels;
• recruiting, training and retaining sufficient skilled personnel;
• upgrading, expanding and securing our technology platform;
• stabilising our newly set up businesses;
• complying with regulatory requirements, including Know Your Customer (“KYC”) norms and other regulations;
and
• maintaining high levels of customer satisfaction.
If we are not successful in implementing or executing these operational measures and risk controls, we may not be able
to expand our business as we have in the past, and our growth rate may decline. We may not be able to manage our new
operations effectively or efficiently, which would mean that our operations would suffer, and our performance and
financial results as a whole would be materially and adversely affected.
3. Difficult conditions in financial markets can adversely affect our business, which could materially reduce our
revenue and income.
As a financial services firm, our businesses are materially affected by conditions in the domestic and global financial
markets, as well as economic conditions in India. We provide a variety of services and products to participants in the
Indian capital markets, including working capital funding and margin funding to share brokers, personal loans secured
by securities, initial public offering finance for retail customers, stock exchange clearing services, and depository
accounts. We also offer capital markets financing, broking services, distribution of initial public offerings, mutual funds,
and investment banking services. Further, the Company has divested its controlling stake in wealth management business
and it has ceased to be a subsidiary of our Company with effect from March 26, 2021, and as we have recently divested
70% stake in EGIBL to Arthur J. Gallagher & Co., our agency revenue is likely to be lower going forward. Apart from
that, if there is a prolonged or significant downturn or extreme volatility in the Indian capital markets, our revenue
generated from these products and services, as well as our net investment income and fund management fees, could
decrease, which would have a material adverse effect on our business, results of operations, cash flows and financial
condition.
We also offer capital markets products and services to foreign institutional investors as part our Wealth Management
business. During periods of unfavourable market or economic conditions, the volume and value of primary and secondary
market transactions may decrease, thereby reducing the demand for our broking, investment banking and advisory
services and increasing price competition among financial services companies seeking such engagements. A market
downturn would likely lead to a decline in the volume of transactions that we execute for our customers as well as a
decrease in prices. Any decline in transaction volumes would lead to a decline in our revenues received from
commissions.
We have in the past incurred trading losses in certain of the equity investments, derivatives, fixed income securities and
commodities in our portfolio. Any significant or sustained trading losses could place the capital invested by us at risk,
thereby adversely affecting our consolidated business, results of operations, cash flows and financial condition.
19
Our results of operations would be adversely affected by any reduction in the volume or value of investment banking and
broking transactions. In addition, in the event of a market downturn, the private equity funds for which we act as
investment advisors also may be impacted by reduced opportunities to exit and realise value from their investments. Our
profitability may also be adversely affected by our fixed costs and the possibility that we would be unable to scale back
other costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic
conditions. Market and economic climate may deteriorate in the future because of many factors beyond our control,
including rising interest rates or inflation, terrorism or political uncertainty, any adverse global or domestic events,
including events that may negatively impact liquidity and investment inflows from foreign and domestic investors.
Our ability to grow relatively recent business ventures such as retail financing, insurance, wealth management and asset
management and investment advisory services may also be limited in difficult market conditions. Performance of our
capital businesses such as investment of our excess liquidity through our internal liability management operations may
be affected due to conditions in the financial markets and economic conditions. A credit crunch in the markets or a
liquidity squeeze as being experienced by NBFC industry since September 2018 after the collapse of a AAA rated entity,
have increased the cost of borrowings for NBFC industry which may aggravate in future. A downturn in global market
conditions can also adversely affect the demand for credit funds, which may adversely affect not only our asset
management business but also our corporate credit business. A downturn in global or domestic economic conditions as
is being experienced now for the past two or three years, exacerbated by the COVID-19 pandemic impact have worsened
the financial performance of companies like ours.
We are unable to quantify the impact of any such adverse market conditions on our business and/or financial condition.
Our operating results may vary significantly from quarter to quarter as a result of volatility in market conditions.
Therefore, period-to-period comparisons of our results of operations are not necessarily meaningful and should not be
relied upon as an indication of our future performance.
4. Our revenues are dependent on our sustained ability to successfully manage transactions and advisory
assignments and on managing client concentrations.
Our investment banking clients generally retain us on a short-term, engagement-by-engagement basis in connection with
investment banking services by offering equity capital markets services, corporate finance services, mergers and
acquisitions advisory and private equity syndication services to corporate clients and financial sponsors, rather than on a
recurring basis under long-term contracts. As these transactions are typically singular in nature and our engagements with
these clients may not recur, we must seek out new engagements when our current engagements are successfully
completed or are terminated. As a result, high activity levels in any period are not necessarily indicative of continued
high levels of activity in any subsequent period. If we are unable to generate a substantial number of new engagements
and generate fees from the successful completion of transactions, our business and results of operations would likely be
adversely affected.
The fees earned by our financial advisory business are typically payable upon the successful completion of a particular
transaction or financial advisory assignment. A decline in our financial advisory engagements or the market for advisory
services would adversely affect our business. Our financial advisory business operates in a highly competitive
environment where typically there are no long-term contracted sources of revenue. Each revenue-generating engagement
typically is separately solicited, awarded and negotiated. In addition, many businesses do not routinely engage in
transactions requiring our services. As a consequence, our fee-paying engagements with many clients are not predictable
and high levels of financial advisory revenue in one quarter are not necessarily predictive of continued high levels of
financial advisory revenue in future periods. In addition to the fact that most of our financial advisory engagements are
single, non-recurring engagements, we lose clients each year as a result of a client’s decision to retain other financial
advisors, the sale, merger or restructuring of a client, a change in a client’s senior management and various other causes.
As a result, our financial advisory revenue could decline materially due to such changes in the volume, nature and scope
of our engagements.
In addition, we have client concentrations in some of our lines of business such as institutional equities. There can be no
assurance that we will be able to attract large new clients to avoid an adverse effect on our business, results of operations,
cash flows and financial condition.
5. We derive a portion of our revenue from our investment banking and securities business and are subject to various
risks associated with investment banking and securities business.
We provide investment banking services by offering equity capital markets services, corporate finance services, mergers
and acquisitions advisory and private equity syndication services to corporate clients and financial sponsors. Our
20
investment banking revenue depends on numerous factors, including, macroeconomic factors, the general capital markets
environment, and the market appetite for mergers and acquisitions. As a result, our investment banking income has
historically varied significantly from period to period, and we expect it to continue to do so.
Our investment banking business exposes us to various risks including the failure to obtain necessary regulatory approvals
or failure to timely execute a mandate, which may subject us to regulatory penalties and adversely affect our business.
Moreover, the offering of securities of listed companies, are subject to a review process conducted by SEBI, making the
result and timing of these reviews beyond our control, and may cause substantial delays to, or the termination of, securities
offerings. Accordingly, there can be no assurance that regulatory approvals on securities offerings will be granted in a
timely manner or at all in the future and a significant decline in the approval rate of the securities offerings advised by us
could reduce our revenue from investment banking as typically our fees is received only upon the completion of a
transaction.
We depend on the accuracy and completeness of information provided by or on behalf of our investment banking clients
and any incomplete or inaccurate information furnished by our clients may lead to regulatory authorities issuing adverse
observations in relation to public issues managed by us, resulting in loss of reputation. We are subject to regulatory
sanctions, fines, penalties, investor compensation or other disciplinary actions or other legal liabilities for conducting
inadequate due diligence in connection with an offering or the post transaction compliance supervision, fraud or
misconduct committed by issuers, their agents, other sponsors or ourselves, misstatements and omissions in disclosure
documents, or other illegal or improper activities that occurred during the course of the merchant banking or advisory
process, or be subject to litigation and/ or regulatory action, in and outside India, arising from facilitating the sale of
securities to investors.
As part of our investment banking business, our employees are exposed to sensitive data in relation to companies,
including material non-public information and any unauthorized dissemination of such information, or its use for illicit
trading purposes, by our employees could subject us to fines and regulatory actions, damage our client relationships and
harm our reputation. Further, if our valuation and pricing for various investment banking mandates, which are based on
estimates as to future growth prospects of the clients, the industry and the likely economic and political scenario, are
inadequate, it could impact our reputation, client relationships and prospects.
Further, unfavourable market conditions and capital markets volatility including cyclicality of business, have caused or
may also cause delays to, or the termination of, securities offerings advised by us, or may result in fewer mandates, which
may in turn materially adversely affect our revenue from the investment banking business.
6. High levels of customer defaults and the resultant non-performing assets could adversely affect our business,
financial condition, results of operations and future financial performance.
Our credit business involves lending money and accordingly, we are subject to risks of customer default, which includes
default or delays in repayment of principal and/or interest on the loans we provide to customers. Customers may default
on their obligations as a result of various factors, including certain external factors, which may not be within our control
such as developments in the Indian economy and the real estate market, movements in global markets, changes in interest
rates, changes in regulations, government policies and the impact of the COVID-19 pandemic. Any negative trends or
financial difficulties affecting our customers could increase the risk of their default. Our customers could also be
adversely affected by factors such as, bankruptcy, lack of liquidity, lack of business and operational failure. If our
customers fail to repay loans in a timely manner or at all, then our results of operations, cash flows and financial condition
will be adversely impacted. If we are not able to successfully manage the risks associated with lending to these customers,
then it may become difficult for us to make recoveries on these loans. We may also experience higher delinquency rates
due to prolonged adverse economic conditions or a sharp increase in interest rates. Any increase in delinquency rates
could result in a reduction in our total interest income (i.e., our accrued interest income from loans, including any interest
income from credit substitutes) and as a result, lower revenue from our operations, while increasing our costs due to
increased expenses associated with the servicing and collection of delinquent loans. We may also be required to make
loss provisions in respect of loans to such customers in accordance with applicable regulations and, in certain cases, may
be required to write-off such loans. This is also corroborated by the fact that our loan loss provisions and write offs have
been at an elevated levels during the past year or two.
We have previously faced certain instances of customers defaulting and/or failing to repay dues in connection with loans
or finance provided by us. We have, in certain instances, initiated legal proceedings to recover amounts due from
delinquent customers. For further details in relation to some of such litigations, see “Outstanding Litigations” on page
180. Customer defaults could also adversely affect our levels of NPA and increase our provisions made for our NPA,
which could in turn adversely affect our operations, cash flows and profitability. Our Gross NPA were 2.51%, 6.71% and
21
3.20% of our gross advances as at March 31 2022, 2021 and 2020, respectively. Our Net NPA were 1.80%, 5.84% and
2.75% of our gross advances as at March 31 2022, 2021 and 2020, respectively. Though there can be no assurance that
the trend of improvement in the asset quality will be maintained in the future. As our loan portfolio matures, we may
experience increased defaults in principal or interest repayments. If we are not able to control or reduce our level of NPA,
the overall quality of our loan portfolio may deteriorate, and our results of operations may be adversely affected. Our
total provision cover was 188.79%, 70.46% and 144.09% as at March 31, 2022, 2021 and 2020, respectively. Our loan
loss provisions may not be comparable to that of other similar financial institutions. There can be no assurance that there
will be no further deterioration in our provisioning coverage ratio or that the percentage of NPA that we will be able to
recover will be similar to our past experience in recovering our NPA. In the event of any deterioration in the quality of
our loan portfolio, there could be further adverse impact on our results of operations. If we are unable to effectively
perform credit appraisal, portfolio monitoring and recovery processes and the related deterioration in the credit quality
of our loan portfolio, the proportion of NPA in our loan portfolio could increase, which would, in turn, have a material
adverse effect on our business, results of operations, cash flows and financial condition.
7. We may not be able to recover the full value of collateral or amounts sufficient to cover the outstanding amounts
due under defaulted loans on a timely basis or at all, or the value of collateral may decrease, which could adversely
affect our results of operations, cash flows and financial condition.
The value of collateral that we take for loans given by us is dependent on various factors, including (i) prevailing market
conditions, (ii) the general economic and political conditions in India, (iii) growth of the stock markets and real estate
sector in India and the areas in which we operate, (iv) any change in statutory and/or regulatory requirements and (v) the
credit profile of our borrower.
Delays in recovery, bankruptcy and foreclosure proceedings, defects in the title and delays in obtaining regulatory
approvals for the enforcement of such collaterals may affect the valuation of the collateral. As a result, we may not be
able to recover the full value of the collateral for the loans provided by our customers within the expected timeframe or
at all. Further, legal proceedings may have to be initiated by us in order to recover overdue payments on loans and as a
consequence, the money and time spent on initiating legal proceedings may adversely affect our cash flow.
The value of the security provided by the borrowers to us may be subject to a reduction in value on account of various
reasons. While our customers may provide alternative security to cover the shortfall, the realisable value of the security
for the loans provided by us in the event of liquidation may continue to be lower than the combined amount of the
outstanding principal amount, interest and other amounts recoverable from the customers.
Any default in the repayment of outstanding credit obligations by our customers may also expose us to losses. A failure
or delay recovering the loan value from sale of collateral security could expose us to potential losses. Any such losses
could adversely affect our results of operations, cash flows and financial condition. Furthermore, the process of litigation
to enforce our legal rights against defaulting customers in India is generally a slow and potentially expensive process.
Accordingly, it may be difficult for us to recover amounts owed by defaulting customers in a timely manner or at all.
8. Any adverse development in the real estate sector would negatively affect our results of operations.
A significant portion of our credit book is exposed to the real estate sector. In addition, our Asset reconstruction business
also has exposure to loans to companies in the real estate sector. Our wholesale mortgage financing enables developers
to raise money for the development of real estate projects. Our wholesale mortgage financing are usually loans against
real estate collateral and cash flows from real estate projects, principally for residential housing projects, to meet short-
term and medium-term requirements.
Our wholesale mortgage, retail mortgages and SME & business loans are exposed to the real estate sector and any
significant decline in property prices can adversely affect our ability to realise the value of our collateral or fully recover
principal and interest in the event of a default. Delay in completion of real estate developments may also affect the value
of our collateral and our ability to enforce our rights. Failure to recover the expected value of collateral could expose the
Company to losses and, in turn, result in a material adverse effect on our business, results of operations, cash flows and
financial condition. Following the introduction of the SARFAESI Act, we are allowed to foreclose on secured property
after 60 days’ notice to a borrower, whose loan has been classified as non-performing. Although the enactment of the
SARFAESI Act has strengthened the rights of creditors by allowing expedited enforcement of security in an event of
default, there is still no assurance that we will be able to realize the full value of our collateral, due to, among other things,
delays on our part in taking action to secure the property, delays in bankruptcy foreclosure proceedings, stock market
downturns, defects in the perfection of collateral and fraudulent transfers by borrowers.
22
Further, among the various regulatory developments that have impacted the real estate sector recently, we believe that
the implementation of the Real Estate Regulation and Development Act, 2016 (the “RERA Act”) is expected to have the
biggest impact over the long term. After notification of certain Sections of the RERA Act with effect from May 2016,
the full provisions of the RERA Act became effective from May 2017 onwards. Subsequent to this, the obligations of
real estate project developers under the provisions of the RERA Act, including mandatory project registration, enhanced
disclosure norms and penal provisions for violation of rules have become effective across India. While most of the state
governments have notified rules in relation to the RERA Act, other states are in the process of doing so.
To ensure compliance with the requirements of the RERA Act, companies in the real estate sector may need to allocate
additional resources, which may increase compliance and they may face regulatory actions or be required to undertake
remedial steps, which may have an adverse effect the business, operations and financial condition of various companies
in the sector leading to less than anticipated growth in the housing sector, resulting in adverse effect on our business.
9. If we are unable to recover the amounts due from customers to whom we have provided unsecured loans it could
adversely affect our operations and profitability.
Our unsecured loan portfolio includes working capital loans to SMEs, rural finance and other loans. Since loans to these
customers are unsecured, upon the occurrence of an event of default, our ability to realise the amounts due would be
restricted to initiating legal proceedings for recovery. There can be no guarantee as to the length of time it could take to
conclude such legal proceedings or for the legal proceedings to result in a favourable decision for us. Moreover, since
these loans are uncollateralised, there can be no assurance that we will be able to fully recover the outstanding due, or at
all, even in the event of a favourable decision for us. With respect to some of our loans, we do not have any direct control
over how the customer actually utilises the loan proceeds. Although our credit appraisal system conducts a due diligence
during its underwriting process and exercises caution in its lending, any use of loan proceeds for purposes outside those
stated on the loan application form may negatively affect the repayment capacity of the borrowers to repay the loan. Any
failure to repay such loans could have an adverse effect on our financial condition, results of operations and cash flows.
10. We and certain of our Promoters and Directors, group companies, Subsidiaries are involved in certain legal and
other proceedings and there can be no assurance that we and our Promoters and Directors, group companies,
Subsidiaries will be successful in any of these legal actions. In the event we are unsuccessful in litigating any of
the disputes, our business and results of operations may be adversely affected.
We are involved in certain legal proceedings, including civil suits, criminal proceedings, and tax disputes. These legal
proceedings are pending at different levels of adjudication before various courts, authorities and tribunals. Some of our
Promoters and Directors, group companies, Subsidiaries have been named as parties to criminal and regulatory
proceedings, which are currently pending. For further details in relation to legal proceedings, among other things,
involving us and certain of our Promoters and Directors, group companies, Subsidiaries, see “Outstanding Litigations”
on page 180 of this Tranche II Prospectus.
We are required to devote management and financial resources in defence or prosecution of these disputes. There can be
no assurance that these disputes will not be determined against us or that we will not be required to pay all or a portion
of the disputed amounts or that we will be able to recover amounts for which we have filed recovery proceedings. Even
if we are successful in defending such cases, we will be subject to legal and other costs relating to defending such
litigation, and such costs may be substantial and not recoverable. There can also be no assurance that similar proceedings
will not be initiated against us in the future.
11. We extend margin funding loans or loans against securities to our clients and any default by a client coupled with
a downturn in the stock markets could result in substantial losses for us.
We extend ESOP loans and margin funding loans. ESOP and margin funding loans outstanding were ₹885.45 million,
₹1,030.84 million, ₹2,272.34 million and ₹19,742.76 million as at June 30, 2022, March 31, 2022, 2021 and 2020,
respectively. As at June 30, 2022, March 31, 2022, 2021 and 2020 ESOP and margin funding loans as a percentage of
our credit book were 0.92%, 0.98%, 1.62% and 9.40% respectively. These loans are secured by liquid, marketable
securities at predetermined margin levels. Volatile stock markets or adverse movements in stock prices may cause the
collateral securing these loans to decrease significantly in value. Customers may also default on their obligations to us
due to various other factors, including but not limited to bankruptcy, lack of liquidity, lack of business and operational
failure. As a result, it may be difficult to carry out a precise credit risk analysis on such clients. Although we use a
technology-based risk management system and follow strict internal risk management guidelines on portfolio monitoring,
including margin limits, collateral quality assessment and pre-determined margin call thresholds, a significant adverse
23
event or downturn in the securities market could have a material and adverse effect on our results of operations, cash
flows and financial condition.
12. SMEs to which we provide loans may not perform as expected and we may not be able to control the non-
performance of such businesses.
We provide loans to SMEs against their assets and profits where we expect business growth. Our SME & other business
loan portfolio aggregated to ₹7,822.34 million, ₹9,603.61 million, ₹ 16,661.97 million and ₹ 23,370.38 million as at June
30, 2022, March 31, 2022, 2021 and 2020, respectively. As at June 30, 2022, March 31, 2022, 2021 and 2020, the SME
& other business loans as a percentage of our credit book were 8.15%, 9.17%, 11.85% and 11.13%, respectively. Some
of our SME loans are also unsecured. We do not manage, operate or control such SME businesses or entities and have
no control over those businesses’ functions or operations. Such SME businesses may make business, financial or
management decisions with which we do not agree, or the majority shareholders or the management of such companies
may make business, financial or management decisions that may be adverse to, or otherwise act in a manner that does
not serve, our best interests. The repayment of the loans extended to such SME businesses will depend to a significant
extent on the specific management team of the relevant borrower entity. The actions taken by the management of our
SME customers may lead to significant losses and affect their ability to repay our loans, and this may adversely affect
our financial performance.
13. Any material errors in our research or advise could have a material adverse effect on our business, results of
operations, cash flows and financial condition.
Our equity brokerage group offers research based equity advisory and our institutional research team maintains an
extensive coverage of Indian stocks across sectors, and also provided macroeconomic and industry-related research as
part of our Wealth Management business. Our research is based on information obtained from reliable sources, however,
there can be no guarantee in the accuracy, adequacy or completeness of the information. Any error or omission in the
information or for the results obtained from the use of such information may cause our research findings to be incorrect.
Further, certain industry and market data may be subject to assumptions and methodologies and assumptions vary widely
among different data sources and such assumptions may change based on various factors. There can be no assurance that
the assumptions are correct or will not change and, accordingly our research findings may be incorrect. We also provide
investment advisory services to our customers and our advice is based on various factors, including, information provided
to us by the customer or collected by us, our analysis of the risk profile of the customers, market assumptions and our
methodologies. Any errors in the factors that our advice depends on can lead to us to providing incorrect advice, which
can further lead to customer complaints and have an adverse effect on our business prospects and harm our reputation.
14. We may be impacted by volatility in interest rates, which could cause our net interest margins to decline and
adversely affect our profitability.
Our results of operations are substantially dependent upon our net interest income, which is a function of the amount of
our credit book and net interest margin. The net interest income for our credit NBFCs was as follows:
(₹ in million, unless otherwise stated)

Name of entity Fiscal 2022 Fiscal 2021 Fiscal 2020
ECL Finance Limited (1,908.49) 843.15 10,171.35
Edelweiss Retail Finance Limited 722.94 833.85 738.03
Edelweiss Housing Finance Limited 1,177.45 1,133.83 1,461.05
We borrow and lend funds on both fixed and floating rates. While any reduction in interest rates at which we borrow may
be passed on to our customers, we are unable to pass on any increase in interest rates to customers who have existing
loans on fixed interest rates. In a rising interest rate environment, if the yield on our interest-earning assets does not
increase simultaneously with or to the same extent as our cost of funds, and conversely, in 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, our net interest income and net interest margin would be adversely impacted. Competitive pressure may also
require us to reduce the interest rates at which we lend to our customers without a proportionate reduction in interest rates
at which we raise funds. Our customers may also prepay their loans to take advantage of a declining interest rate
environment. An increase in interest rates could result in our customers, particularly those with variable interest rate
loans, prepaying their loans if less expensive loans are available from other sources. In a declining interest rate
environment, especially if the decline is sudden or sharp, we could be adversely affected by a decline in the market value
of fixed income securities and this could reduce our earnings from liability management operations.
24
Accordingly, our operations are susceptible to fluctuations in interest rates. Interest rates are highly sensitive and volatility
in interest rates could be a result of many factors, including the monetary policies of the RBI, inflationary pressures in
the economy, de-regulation of the financial services sector in India, domestic and international economic and political
conditions and inflation. An increase in inflation and consequent changes in bank rates, repo rates and reverse repo rates
by the RBI have led to an increase in interest rates on loans provided by banks and financial institutions and consequently,
interest rates in India have been volatile in recent financial periods. There can be no assurance that we will be able to
adequately manage our interest rate risk in the future, which could have an adverse effect on our net interest income and
net interest margins, which could in turn have a material adverse effect on our business, results of operations, cash flows
and financial condition.
15. Our businesses require substantial operating capital and any disruption in the sources of its funding or an
increase in its average cost of borrowings could have a material adverse effect on our liquidity and financial
condition.
Our liquidity and ongoing profitability are, to a large extent, dependent upon our timely access to, and the costs associated
with, raising capital. Our funding requirements have historically been met through a combination of borrowings such as
term loans, working capital limits from banks, issuance of commercial papers and non-convertible debentures as well as
retained earnings. We are also in the process of diversifying our sources of funding by securitising some of our loan
portfolio. Our finance costs (on a consolidated basis) were ₹ 29,841.09 million, ₹ 38,340.33 million, ₹ 47,930.39 million
for the Fiscals 2022, 2021 and 2020, respectively. Our business growth, liquidity and profitability depend and will
continue to depend on our ability to access diversified, relatively stable and low-cost funding sources as well as our
financial performance, capital adequacy levels, credit ratings and relationships with lenders. As a financial services
company, we face certain additional regulatory restrictions on our ability to obtain financing. For example, recent
regulatory developments have affected NBFCs’ access to select funding sources and have affected costs of borrowings.
NBFC industry is also facing a resources crunch after a credit event in September 2018 which has also increased the cost
of borrowing for some players in the industry. Any adverse developments or changes in applicable laws and regulations,
which limit our ability to raise funds through securitisation or direct assignment transactions or through private
placements of non-convertible debentures can disrupt our sources of funding and as a consequence, could have a material
adverse effect on our liquidity and financial condition.
Our total borrowings (on a consolidated basis) was ₹ 2,27,109.83 million as at March 31, 2022 out of which ₹ 76,458.50
million were to mature in less than a year. Our total borrowings on standalone basis was ₹ 24,611.69 million as on June
30, 2022. In order to meet these debt obligations, we will either need to refinance, which may prove to be difficult in the
event of volatility in the credit markets, or alternatively, raise additional retained earnings or generate sufficient operating
cash flows to retire the debt. There can be no assurance that our business will generate sufficient cash to enable it to
service its existing debt or to fund its other liquidity needs.
Our ability to borrow funds and refinance existing debt may also be affected by a variety of factors, including deterioration
in our financial performance or profitability, regulatory policies impacting the ability of lenders to lend to certain sectors
such as NBFCs, liquidity in the credit markets, the strength of the lenders from which we borrow, the amount of eligible
collateral, credit rating downgrade and accounting changes that may impact calculations of covenants in our financing
agreements. An event of default, a significant negative ratings action by a rating agency, an adverse action by a regulatory
authority or a general deterioration in prevailing economic conditions that constricts the availability of credit may increase
our cost of funds and make it difficult for us to access financing in a cost-effective manner. A disruption in sources of
funds or increase in cost of funds as a result of any of these factors may have a material adverse effect on our liquidity
Pursuing our growth strategy and introducing new product offerings to our customers will have an impact on our long-
term capital requirements. The market for such funds is competitive and our ability to obtain funds at competitive rates
will depend on various factors. If we are unable to access funds at an effective cost that is comparable to or lower than
our competitors, we may not be able to offer competitive interest rates for our loans. Our ability to raise funds on
acceptable terms and at competitive rates continues to depend on various factors, including the regulatory environment
and policy initiatives in India, liquidity in the market, developments in international markets affecting the Indian
economy, investors’ and/or lenders’ perception of demand for debt and equity securities of NBFCs, and our current and
future results of operations and financial condition. If we are unable to obtain adequate financing or financing on terms
satisfactory to us or refinancing and in a timely manner, our ability to grow or support our business and to respond to
business challenges could be limited and our business prospects, results of operations, cash flows and financial condition
would be materially and adversely affected.
25
16. Any downgrade in our credit ratings could increase interest rates for refinancing our outstanding borrowings,
which would increase our financing costs, and adversely affect our future issuances of debt and our ability to
borrow on a competitive basis, which could adversely affect our business, financial condition, results of operations
and cash flows.
As on the date of this Tranche II Prospectus, various rating agencies had rated our company’s long-term credit ratings as:
“Acuité AA-/Negative (read as ACUITE double A minus rating with Negative outlook) (Outlook: Negative)”, “BWR
AA-/Stable (BWR double A Minus)”, “CARE A+ (CARE Single A Plus; Outlook: Stable)”, “ICRA A+ (ICRA A Plus;
Stable)”,”CRISIL AA- (read as CRISIL double A Minus) (Outlook : Negative)” and our short term credit ratings as
CRISIL A1+ and CARE A1+. The long-term and short-term rating or outlook of our company and our group subsidiaries
have been downgraded in the recent past by some rating agencies.
The NCDs proposed to be issued under this Tranche II Issue have been rated “CRISIL AA-/Negative (pronounced as
CRISIL double A minus rating with Negative outlook)” for an amount of ₹ 10,000 million by CRISIL vide their rating
letter dated October 22, 2021 and revalidated vide letter dated November 16, 2021, further revalidated as on July 12,
2022 and further revalidated as on August 19, 2022 and “ACUITE AA-/ Negative (pronounced as ACUITE double A
minus)” for an amount of ₹19,000 million by Acuité vide their rating letter dated October 20, 2021 and revalidated vide
letter dated November 17, 2021 and further revalidated as on September 19, 2022. For rating letter, rationale and press
release including the risk and key drivers mentioned therein, please refer to “Annexure A” and “Annexure B” of this
Tranche II Prospectus.
Ratings reflect a rating agency’s opinion of our financial strength, operating performance, strategic position and ability
to meet our obligations. As a diversified set of businesses, many of whom are dependent upon our ability to access capital,
our liquidity and ongoing profitability are primarily dependent upon our timely access to, and the costs associated with
raising capital. Our business is significantly dependent on funding from the debt capital markets and commercial
borrowings. The demand for such funds is competitive and our ability to obtain funds at competitive rates will depend
on various factors, including our ability to maintain positive credit ratings. Any downgrade of our credit ratings would
increase borrowing costs and constrain our access to capital and debt markets. A reduction or withdrawal of the ratings
may also adversely affect the market price and liquidity of the non-convertible debentures and our ability to access the
debt capital markets. This would negatively affect our net interest margin and our business. Any downgrade of our credit
ratings could also increase the possibility of additional terms and conditions being imposed upon future financing or
refinancing arrangements. Any downgrade of our credit ratings could also accelerate the repayment of certain of our
borrowings in accordance with the applicable covenants of our borrowing arrangements. Any such adverse development
could adversely affect our business, results of operations, cash flows and financial condition.
We also face certain restrictions on our ability to raise money from international markets, which may further constrain
our ability to raise funds at attractive rates. While our borrowing costs have been competitive in the past due to our ability
to raise debt products, credit rating and our asset portfolio, we may not be able to offer competitive interest rates for loans
to our customers if we are unable to access funds at an effective cost that is comparable to or lower than our competitors.
This may adversely impact our business and results of operations.
17. We have diversified into our insurance business to reduce exposure to capital markets and credit cycles but we
may not be able to scale up and grow this business
We had entered the life insurance business in 2011 through a joint venture with Tokio Marine of Japan established.
Edelweiss Tokio Life Insurance Company Limited (“ETLI”) incurred a loss after tax after minority interest flowing
through our consolidated profit & loss account was ₹ 1.111.50 million, ₹ 1,054.32 million and ₹ 1,392.36 million for
Fiscals 2022, 2021 and 2020, respectively.
While ETLI will be required to increase its capital requirements as it increases the scale of our life insurance business,
which will require further increase in ETLI’s capital base and may increase the loss after tax in our insurance business.
Further, Edelweiss General Insurance Company Limited (“EGICL”), a wholly owned subsidiary of the Company, is an
IRDAI registered general insurance company. EGICL’s loss after tax was ₹ 1,048.89 million, ₹ 910.34 million and ₹
940.12 million, for Fiscals 2022, 2021 and 2020 respectively. Like our life insurance business, our general insurance
business is also a long gestation period business.
Our growth also depends on our ability to develop new products and product add-ons/extensions, expanding in target
markets and consumer segments with the perspective of growing market share and profitability. There may be scenarios
wherein the newly launched products may not generate anticipated returns from the market or may have negative impact
26
on the returns and may have to be withdrawn. Business models may not succeed in the market and technological and
other costs incurred towards automating and developing new customer-friendly interfaces may not yield desired results.
While we believe that in the long-term our diversification into the insurance business will provide a stable growth
platform that will reduce our exposure to capital markets and credit cycles, there can be no assurance that we will succeed
in building scale in this business or that our insurance business will ever achieve a profit after tax, and our failure to do
so could have a material adverse effect on our business, results of operations, cash flows and financial condition.
18. Any significant variation from the various assumptions and estimates used in the pricing of, and maintaining
reserves for, our insurance products, could have a material adverse effect on our business, results of operations,
We price our life insurance products based on various assumptions and estimates relating to, among other factors,
benefits, claim patterns, mortality rates and persistency ratios etc. General insurance covers multiple product categories
and the key risks relate to parametric risks wherein we price our insurance products based on various assumptions and
estimates relating to, among other factors, benefits, claim frequency and claim severity etc.
We determine liabilities that provide for future obligations relating to our products, and our earnings from our Insurance
business are dependent on the extent to which actual benefits, claims and persistency ratios are consistent with the
assumptions and estimates we have used in the pricing of our insurance products and the determination of the appropriate
amount of policy reserves. Due to the nature of the underlying risks and the high degree of uncertainty associated with
the determination of liabilities relating to unpaid insurance policy claims, we cannot determine in any precise manner the
amount that will ultimately be required to settle such liabilities. The pricing of our insurance products, and the estimation
of reserves, involves various assumptions and estimates based on our management’s assessment of the information
available, historical data, probable forecast of future events that could affect our policyholders or the insurance industry
in general, as well as anticipated estimates of a future claims’ severity and frequency, loss trends in claim frequency and
severity experienced by us, our loss history and loss history in the Indian insurance industry and information regarding
claims. These assumptions and estimates are also affected by other factors beyond our control, such as regulatory
development or judicial determination relating to insurance claims and damages, any change in the political environment
or general macroeconomic trends affecting the Indian economy, including inflation. We also utilise policyholder
information in our modelling exercise, which could be inaccurate or incomplete.
We typically make certain assumptions relating to future persistency of policyholders, and on the basis of such
assumptions and past experience, we can generally anticipate the overall level of policy surrenders, withdrawals,
discontinuance and lapses in a given period. In addition, the modelling methodologies we use may not be either accurate
or optimal and are also likely to be more complex and less accurate as we increase the number and complexity of the
insurance products we offer. Since the prices we set for our insurance products and the expected profitability on such
products is based in part upon expected patterns of premiums and assumptions related to persistency, if the actual
persistency of our customers varies significantly from our persistency assumptions, it could have a material adverse
impact on our insurance business and its results of operations. The incidence of unusual events with significant or lasting
impact, such as sharp declines in income of customers resulting from adverse macroeconomic conditions, radical changes
in the applicable regulatory framework or government policies impacting the economy in general or the insurance
industry in particular, loss of customer confidence in the insurance industry due to actual or perceived weakening of the
financial strength of one or more insurance companies, or increased volatility in the capital markets, could also result in
unanticipated high levels of surrenders, withdrawals, discontinuance and lapses of insurance policies, thereby adversely
affecting our persistency rates.
Based on our risk assessment, if we under-price our insurance products, our results of operations could be adversely
affected, while if we overprice our insurance products, our sales of insurance products may be materially and adversely
affected. In addition, various assumptions related to future investment returns are used in pricing our insurance products
and setting of reserves for this business. Actual investment returns that are lower than those projected could result in
significant losses on particular insurance products, thereby causing us to increase the price of our products, thereby
adversely affecting future sales of insurance policies. If we are unable to accurately price our insurance products, it may
adversely affect our results of operations and financial condition.
We maintain reserves to cover amounts we estimate will be required to settle insured losses as well as for any expenses
incurred to settle claims. However, our reserves do not, and will not in the future, represent any precise calculation of
liability, but rather are estimates of the anticipated net future policy benefits and claims payments, and are consequently
inherently uncertain. An estimation of the loss and loss expense reserves is an arduous and complex process that involves
a number of variables and is subject to the subjective assumptions, estimates and judgment of senior management of
27
insurance business. Consequently, in the event that our claim payments vary significantly from the assumptions used in
the pricing of, or maintaining reserves for, our insurance products, it could have a material adverse effect on our insurance
business and our results of operations, cash flows and financial condition.
19. The actuarial valuation of liabilities for our life insurance policies with outstanding liabilities is not required to
be audited under applicable regulations, and any inaccurate actuarial valuation may have an adverse effect on
our results of operations, cash flows and financial condition.
The actuarial valuation of liabilities for our life insurance policies with outstanding liabilities are performed by an
appointed actuary and presented in our financial statements. Under Indian regulations, the appointed actuary of a life
insurance company is required to certify such actuarial valuation of liabilities for our policies with outstanding liabilities
and confirm that the assumptions taken into account for purposes of such valuation comply with relevant regulations and
guidelines stipulated by the IRDAI and the Institute of Actuaries of India in concurrence with the IRDAI and in
accordance with the accounting standards, Ind AS 104 “Insurance Contracts” and Ind AS 109 “Financial Instruments”,
which are prescribed by Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules,
2015 as amended from time to time. Additionally, the valuation methodologies, including assumptions, are verified as a
part of peer review process as prescribed under Actuarial Practice Standards-4 issued by the Institute of Actuaries of
India. ETLI’s statutory auditors rely on the certificate provided by the appointed actuary of such companies on such
actuarial valuation and such valuation is not subjected to an independent audit by ETLI’s statutory auditors. The process
of actuarial valuation of liabilities for policies with outstanding liabilities in India may vary from that followed by life
insurance companies and insurance regulatory authorities in other jurisdictions, and therefore may not be comparable. In
the event the underlying assumptions or actuarial modelling used in the determination of the actuarial valuation of our
liabilities are inaccurate, or if the absence of an audit or similar process independently evaluating the actuarial liabilities
results in an error in the calculation of such actuarial valuation, it could have an adverse effect on our results of operations,
cash flows and financial condition. While there have been no materially incorrect actuarial valuations for our policies
with outstanding liabilities in the recent past, we cannot assure you that there will be no instances of incorrect actuarial
valuations in the future.
20. We are exposed to fluctuations in the market values of our investment and other asset portfolio.
Financial market turmoil can adversely affect economic activity globally, including India. Deterioration in the credit and
capital markets may result in volatility of our investment earnings and impairments to our investment and asset portfolio,
including the assets in our Balance Sheet Management Unit, which are maintained as a part of our liquidity management.
Further, the value of our investments depends on several factors beyond our control, including the domestic and
international economic and political scenario, inflationary expectations, unforeseen tail events like the COVID-19
pandemic and the RBI’s monetary policies. Any decline in the value of the investments could negatively impact our
financial condition.
21. We may face asset-liability mismatches, which could affect our liquidity and consequently may adversely affect
our operations and profitability.
Asset-liability mismatch represents a situation when financial terms of an institution’s assets and liabilities do not match
and is a key financial parameter indicative of an NBFC’s performance. A significant portion of our funding requirements
is met through short-term and medium-term funding sources such as bank loans, working capital demand loans, cash
credit, short term loans and commercial paper and non-convertible debentures. However, a significant portion of our
assets (such as loans to our customers) have maturities with longer tenor than our borrowings. We may face potential
liquidity risks due to varying periods over which our assets and liabilities mature. Moreover, raising long-term borrowings
in India has historically been challenging. If we are unable to obtain additional credit facilities or renew our existing
credit facilities in a timely and cost-effective manner to meet our maturing liabilities, or at all, this may lead to gaps and
mismatches between our assets and liabilities, which in turn may adversely affect our liquidity position, and in turn, our
operations and financial performance.
22. A decline in our capital to risk assets and solvency ratio could restrict our future business growth.
Our credit business conducted under our NBFC and HFC licenses is subject to the capital to risk assets ratio requirements
prescribed by the RBI.
Our NBFC subsidiaries are subject to regulations relating to the capital adequacy of NBFCs, which determine the
minimum amount of capital that must be held as a percentage of the risk-weighted assets on the portfolio, or CRAR.
Under the RBI’s Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve
28
Bank) Directions, 2007, as amended from time to time, such NBFCs are required to have a regulatory minimum CRAR
of 15.00%, with a minimum Tier 1 capital of 10.00%. Our CRAR for ECL Finance Limited, which is the key NBFC in
our Group – calculated on the basis of the RBI norms applicable to NBFCs – was 30.50%, 25.29% and 21.02% as at
March 31, 2022, 2021 and 2020 respectively, while its Tier 1 Capital as at March 31, 2022 was 16.38%.
In respect of Edelweiss Housing Finance Limited, our HFC subsidiary, The Housing Finance Companies (National
Housing Bank) Directions, 2010, as amended from time to time (“NHB Directions”) inter alia require HFCs to comply
with a specified capital (consisting of Tier I and Tier II capital) to aggregate risk (weighted) assets and risk adjusted value
of off- balance sheet items ratio, or capital adequacy ratio (“CRAR”). From March 31, 2020, in terms of the NHB
directions, HFCs are required to maintain a CRAR of at least 13%. The minimum required CRAR as on March 31, 2021
and March 31, 2022 is 14% and 15% respectively. The CRAR of Edelweiss Housing Finance Limited as at March 31,
2022, March 31, 2021 and March 31, 2020 was 28.28%, 26.49% and 28.57%, respectively.
As we have an insurance business, IRDAI requires us to maintain a minimum Solvency Ratio of 150%. ETLI’s Solvency
Ratio – calculated on the basis of IRDAI norms applicable to insurance companies – was 211%, 215% and 232% as at
March 31, 2022, March 31, 2021 and 2020, respectively. Meanwhile, EGICL’s Solvency Ratio – calculated on the basis
of IRDAI norms applicable to insurance companies – was 167%, 209% and 236% as at March 31, 2022, March 31, 2021
and 2020 respectively. EGICL commenced operations in February 2018.
If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II Capital
in order to continue to meet the applicable CRARs with respect to our businesses. There can be no assurance that we will
be able to raise adequate additional Tier I and Tier II capital in the future on terms favourable to us, in a timely manner,
or at all and this may adversely affect the growth of our business. There can be no assurance that we will be able to raise
adequate additional capital in the future in these subsidiaries on terms favourable to us, in a timely manner, or at all and
this may adversely affect the growth of our business.
The Solvency Ratio of ETLI and EGICL may be affected by various factors, including the amount of capital available to
it, the mix of insurance products sold by it, its business growth as well as its profitability. In the event ETLI and/or EGICL
is unable to comply with the prescribed Solvency Ratio requirements due to inadequacy of share capital and profit to
support business growth, statutory solvency requirements being increased, or the decline of its financial condition or due
to any other factor, it will be required to raise additional capital to meet the applicable Solvency Ratio requirements. In
addition, the IRDAI may increase the control level of solvency or modify the existing regulatory framework in the future.
Any such development, including the implementation of the risk-based solvency framework, may require it to raise
additional capital to meet any modified regulatory requirements. Its ability to raise additional capital from external
sources in the future is subject to a variety of uncertainties, including but not limited to, its future financial condition,
results of operations, cash flows, regulatory approvals, changes in regulations relating to capital raising activities by
insurance companies, its credit rating, general market conditions for capital raising activities, and other economic and
political conditions in India and globally. It may not be able to raise additional capital in a timely manner or on acceptable
terms or at all and this may adversely affect the growth of our business.
23. Regulatory revisions governing the sale of distressed assets by banks and financial institutions could adversely
affect the growth of our asset reconstruction business.
Asset reconstruction business typically involves resolution of distressed assets sold by banks or financial institutions.
The RBI guidelines and directions prescribe inter alia certain compliances in relation to the issuance of security receipts
and presently require an asset reconstruction company to invest a minimum of 15% of the face value of the security
receipts (“SRs”) issued by them under each scheme on an ongoing basis till the redemption of all the security receipts
under each scheme, while the remaining 85.00% of the face value of SRs may be subscribed by the selling banks and
financial institutions. SRs issued by ARCs are valued at a net asset value based on recovery rating range assigned by an
independent credit rating agency.
The RBI guidelines provide that if an investment by a bank in SRs backed by stressed assets sold by it under an asset
securitisation, is more than 10% of SRs backed by its sold assets and issued under that securitisation, then the bank is
required to create provisions on the SRs as per extant asset classification and provisioning norms for the higher of the
provisioning rate required in terms of net asset value declared by the securitizing company(ies) and the provisioning rate
as applicable to the underlying loans, assuming that the loans notionally continued in the books of the bank. As a result
of these guidelines, banks and financial institutions may sell lesser distressed assets in the coming years, which in turn
could reduce the growth in the size of our credit book for distressed assets and thereby adversely impact the growth and
profitability of our asset reconstruction business. The RBI could also increase the provisioning requirements for
Edelweiss Asset Reconstruction Company Limited (“EARC”). Any of these revisions in the regulations governing the
29
sale of distressed assets would have a material adverse effect on our asset reconstruction business and our results of
operations, cash flows and financial condition. Any adverse revisions in the regulations governing the sale of distressed
assets would have a material adverse effect on our asset reconstruction business and our results of operations, cash flows
and financial condition. Further, the RBI prohibits ARCs from acquiring financial assets on a bilateral basis from a bank
or financial institution, which is either a lender to the ARC or a sponsor to the fund, if any, raised by the ARC for its
operations. These and other regulations may also limit the opportunities of growth for our asset reconstruction business.
In addition, our asset reconstruction business is also dependent upon the process of resolution and recovery of stressed
assets. Any delay or regulatory change in the resolution and the recovery mechanism has the ability to adversely affect
recoveries from the stressed assets and the growth of our asset reconstruction business. For example, in light of the
COVID-19 pandemic, the RBI had pursuant to notifications dated April 17, 2020 and May 23, 2020, with respect to
accounts which were within the 30 day review period as on March 1, 2020 (in terms of the notification dated June 7,
2019 issued by RBI on the “Prudential Framework for Resolution of Stressed Assets” (the “June 7 Circular”), directed
that the period from March 1, 2020 to August 31, 2020 be excluded from the calculation of the review period. With
respect to accounts, where the 180 day resolution period (in terms of the June 7 Circular) had as on March 1, 2020
commenced but not expired, the timeline for resolution was to be extended by 180 days from the date on which the 180
day resolution period was originally set to expire.
Our asset reconstruction business is also dependent upon the process of resolution and recovery of stressed assets. Any
delay or regulatory change in the resolution and the recovery mechanism has the ability to adversely affect the returns on
this business.
24. Our indebtedness and the conditions and restrictions imposed by our financing arrangements and any default in
compliance with the material covenants could restrict our ability to conduct our business and operations in the
manner we desire.
As at March 31, 2022 our total borrowings (on a consolidated basis) were ₹ 2,27,109.83 million and as at June 30, 2022
our total borrowings (on a standalone basis) ₹24,611.69 million. We have in the past incurred significant indebtedness
and will continue to incur additional indebtedness in the future. Certain of our financing agreements also include certain
conditions and covenants that require us to maintain certain financial ratios and obtain consents from lenders prior to
carrying out certain activities and entering into certain transactions. Failure to meet these conditions or to obtain these
consents could have significant adverse consequences on our business and operations. Under certain of our financing
agreements, for example, we are required, but may be unable to obtain lender consents for, among others, the following
matters:
• to effect any change in control in our group;

• Permit any transfer of the controlling interest or make any drastic change in the management set-up;
• to effect any change in the capital structure;
• to undertake or permit any merger, amalgamation or compromise with our shareholders, creditors or effect any
scheme of amalgamation or reconstruction;
• implement a new scheme of expansion or take up an allied line of business or manufacture;
• permit any transfer of the controlling interest or make any drastic change in the management set-up; and
• to amend the constituent documents of certain companies in our group.
Under certain of our financing agreements, the debenture trustee on behalf of the debenture holder may enforce our
security, charge additional interest or accelerate the redemption of our debentures if we fail to fulfil the covenants as in
the financing agreements. There can be no assurance that we will be able to fulfil these covenants in the future, in a timely
manner, or at all and this may adversely affect the growth of our business.
Additionally, our Company in certain instances, has provided corporate guarantees assuring repayment of certain loan
facilities availed by certain companies in our Group. If any such company or any other guarantor under the loan facilities
commits a default or fails to meet their obligations under the facility agreements, the lender may enforce its rights against
our Company (in addition to any rights it may have against the defaulting company in our Group). If any lender seeks
the accelerated repayment of any such loan or is successful in enforcing any other rights against us, including enforcing
the corporate guarantees, there could be a material adverse effect on our business, results of operations, cash flows and
30
25. Our contingent liabilities could adversely affect our financial condition.
The contingent liability amounts disclosed in our audited consolidated financial statements represent estimates and
assumptions of our management based on advice received. As at March 31, 2022, our contingent liabilities on a
consolidated basis not provided for, as per Ind AS 37 issued by MCA, were amounting to ₹ 1,409.20 million which
included taxation matters in respect of which appeal is pending amounting to ₹ 1,079.99 million, litigation pending
against group amounting to ₹ 326.67 million and claims not acknowledged as debt amounting to ₹ 2.54 million. If, for
any reason, these consolidated contingent liabilities materialise, it may adversely affect our financial condition. For more
details of contingent liability as at March 31, 2022 as per Ind AS 37, see “Financial Information” on page 169.
26. If the investments made by the funds we advise or manage perform poorly we will suffer a decline in our
investment advisory and management revenue and earnings, we may be obligated to repay certain incentive fees
we have previously received to the third party investors in such funds, and our ability to raise capital for future
funds may be adversely affected.
Our revenue from our investment advisory business is derived from fees earned for our advice to the funds, which is
calculated as a percentage of the capital committed to/drawn-down from these funds, incentive fees, or carried interest,
which is earned when certain financial returns are achieved over the life of a fund, gains or losses on investments of our
own capital in the funds and monitoring, and transaction fees. In the event that such investments perform poorly, our
investment advisory revenues and earnings may suffer a corresponding decline and make it more difficult for us to raise
new funds in the future. To the extent that, over the life of the funds, we have received an amount of carried interest that
exceeds a specified percentage of distributions made to the third party investors in these funds, we may be obligated to
repay the amount of this excess to the third party investors.
27. We face the threat of fraud and cyber-attacks, such as hacking, phishing, trojans and other threats, attempting to
exploit our network to disrupt services to customers and/or theft of sensitive internal company data or customer
information. This may cause damage to our reputation and adversely impact our business and financial results.
Our systemic and operational controls may not be adequate to prevent adverse impact from cyber fraud, errors, hacking
and system failures in future. Further, our mobile and internet-based customer applications and interfaces may be open
to being hacked or compromised by third parties, resulting in thefts and losses to our customers and us. Some of these
cyber threats from third parties include: (a) phishing and trojans – targeting our customers, wherein fraudsters send
unsolicited mails to our customers seeking account sensitive information or to infect customer machines to search and
attempt ex-filtration of account sensitive information; (b) hacking – where attackers seek to hack into our website with
the primary intention of causing reputational damage to us by disrupting services; (c) data theft – where cyber criminals
may attempt to intrude into our network with the intention of stealing our data or information; and (d) advanced
persistency threat – network attack in which an unauthorised person gains access to our network and remains undetected
for a long period of time. The intention of this attack is to steal our data or information rather than to cause damage to
our network or organisation. Attempted cyber threats fluctuate in frequency and are generally increasing in frequency.
If we suffer from any of such cyber threats, it could materially and adversely affect our business, results of operations,
A significant system breakdown or system failure caused due to intentional or unintentional acts would have an adverse
impact on our revenue-generating activities and lead to financial loss. It may also impact our customers’ loyalty and
satisfaction.
Although we have established a geographically remote disaster recovery site to support critical applications, it is
possible the disaster recovery site may also fail or it may take considerable time to make the system fully operational
and achieve complete business resumption using the alternate site. Therefore, in such a scenario, where the primary site
is completely unavailable, there may be significant disruption to our operations, which would materially adversely affect
our reputation and financial condition.
There is also the risk of our customers blaming us and terminating their accounts with us for a cyber-incident that might
have occurred on their own system or with that of an unrelated third party. Any cyber-security breach could also subject
us to additional regulatory scrutiny and expose us to civil litigation and related financial liability.
Some of our businesses use cloud environments for various applications, we store and transmit large amounts of sensitive,
confidential, personal and proprietary information over public communications networks. The shared, on-demand nature
of cloud computing introduces the possibility of new security breaches, in addition to the threats faced by traditional
corporate networks. Due to the vast amount of data stored on cloud servers, cloud providers have become an attractive
31
target for cyber-attacks. Though cloud providers deploy the required security controls to protect their cloud environments,
if they fail in protecting our confidential information, it may have a material adverse effect on our business, results of
operations, cash flows, financial condition, reputation and prospects.
28. Our Statutory Auditors have highlighted a statement on certain matters specified in Companies (Auditors Report)
Order, 2020/2016 (“the Order”) as an annexure to the main audit report in respect of Standalone and
Consolidated Audited Financial Statements for March 31, 2022, March 31, 2021 and March 31, 2020 and with
respect to Rule 11 (e) of the Companies (Audit and Auditors) Rules, 2014, in their audit report in respect of
Standalone and Consolidated Audited Financial Statements for March 31, 2022 which was modified, which may
affect our future financial results.
Our Statutory Auditors have highlighted a statement included as an annexure in their auditors report on standalone
financial statements of the Company for the year ended March 31, 2022, a statement on certain matters specified in the
Companies (Auditors Report) Order, 2020 (“the Order”) which were modified to indicate (a) regularity of principal
repayment of loans to group companies could not be commented as principal repayment terms were not stipulated; during
the year such terms were stipulated by entering into a supplementary agreement; (b) loans given to group companies due
were renewed/extended by entering into a supplementary agreement (c) use funds raised for short term purpose for long
term purpose; (d) funds obtained to meet obligations of subsidiaries, in accordance with terms of agreement with the
lenders; (e) slight delay in payment of undisputed statutory dues; (f) disclosure of statutory dues outstanding on account
of a dispute;
Our Statutory Auditors have included as an annexure in their auditor’s report on standalone financial statements of the
Company for the year ended March 31, 2021, and March 31, 2020, a statement on certain matters specified in the
Companies (Auditors Report) Order, 2016 (“the Order”) has given statement of facts (a) slight delay in payment of
undisputed statutory dues; (b) disclosure of statutory dues outstanding on account of a dispute.
Our Statutory Auditors in their main Auditor’s report for the year ended March 31, 2022, with respect to the other matters
to be included in the Auditor’s Report in accordance with Rule 11 (e) of the Companies (Audit and Auditors) Rules,
2014, which was modified, with respect to the Company has not advanced or loaned or invested funds or has not received
any fund to/from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that
the intermediary shall, expect with respect to certain loans and given loans to its subsidiary company in the ordinary
course of business, which are at Arm’s length and the same is approved by Board Audit Committee of the Company. The
Company has also confirmed that the transactions were in accordance with relevant provisions of the Foreign Exchange
Management Act, 1999 (42 of 1999) and Companies Act, 2013 and the such transactions are not in violation of the
Prevention of Money-Laundering Act, 2002 (15 of 2003).
Our Statutory Auditors have included as an annexure in their auditors report on consolidated financial statements of the
Company for the year ended March 31, 2022, a statement on certain matters specified in the Companies (Auditors Report)
Order, 2020 (“the Order”) which was has adverse/unfavourable comments remarks in the auditors of subsidiaries
Companies/Associates with respect to clause iii (c), (d), (e), (f), ix (e), xi (a),(d) & (e),xvii and xix.
Our Statutory Auditors have included as an annexure in their auditors report on consolidated financial statements of the
Company for the year ended March 31, 2022, with respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 (e) of the Companies (Audit and Auditors) Rules, 2014, which was modified, with respect to
the holding Company has not received any fund from any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the intermediary shall, expect with respect to certain loans and given loans
to its subsidiary company in the ordinary course of business, which are at Arm’s length and the same is approved by
Board Audit Committee of the Company. The Company has also confirmed that the transactions were in accordance with
relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013 and the such
transactions are not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
For further details, please see “Financial Information” on page 169. There can be no assurance that our statutory auditors
will not include similar comments in the audit reports to our audited financial statements in the future, or that such
remarks will not affect our financial results in future fiscal periods. Investors should consider the statements in the Order
in evaluating our financial condition, results of operations and cash flows.
32
29. Failure to maintain confidential information securely or significant security breaches could adversely impact our
business, financial condition, cash flows, results of operations and prospects.
In the course of our business operations, we are involved in the acquisition and secure processing, transmission and
storage of sensitive, confidential and proprietary information, including our investment banking, trading, clearing and
settlement, and research businesses. While we believe we have adequate systems in place, we are exposed to significant
risks related to data protection and data security due to, among others, our brokerage platform involving extensive data
transmission and processing, our outsourcing of certain business operations, our reliance on licensed technologies and
outsourced employees for some of the key components of our information technology systems and their maintenance.
We seek to protect our computer systems and network infrastructure from physical break-ins as well as security breaches
and other disruptive problems. Further, computer break-ins and power disruptions could affect the security of information
stored in and transmitted through these computer systems and network infrastructure.
Information security breaches could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction
of our or our customers’/clients’ confidential, proprietary and other information, identity theft or disruptions of and errors
within our systems. We employ security systems, including sophisticated threat management systems and password
encryption, designed to minimize the risk of security breaches. Although we intend to continue to implement security
technology and establish operational procedures to prevent break-ins, damage and failures, there can be no assurance that
these security measures will be adequate or successful. Failed security measures could have a material adverse effect on
our business, our future financial performance and the trading price of the Equity Shares. We may need to expend
significant resources to protect against security breaches, intrusions, attacks or other threats or to address problems
including reputational harm and litigation, caused by breaches. Although we take measures to safeguard against systems
related and other fraud, there may be certain situations that fraud may occur. Our reputation could be adversely affected
by significant fraud committed by employees, customers or outsiders.
Further, data collection and storage are increasingly subject to various legislation and regulations and our attempts to
comply with applicable legal and statutory requirements may not be successful, and may also lead to increased costs for
compliance, which may materially and adversely affect our business, financial condition, cash flows, results of operations
and prospects.
30. Our Statutory Auditors have included an emphasis of matter in their Auditors report on our audited standalone
financial statements and audited consolidated financial statements as at and for years ended March 31, 2022,
March 31, 2021 and March 31, 2020 and their review reports on Q1 2023 Unaudited Financial Results
Our Statutory Auditors, have included an emphasis of matter in their reports on our Q1 2023 Unaudited Consolidated
Financial Results with respect to the note included in such Q1 2023 Unaudited Consolidated Financial Results on the
economic and social disruption as a result of COVID-19 pandemic of the Group’s business and financial metrics including
the Group’s estimates of impairment of loans, financial assets, investments, investment in properties, intangible assets
(including goodwill) and in case of life insurance business, estimate of claims which are highly dependent on uncertain
future developments. Our Statutory Auditors have not modified their opinion in respect of this matter. For details of such
note see “Financial Information” on page 169.
Our Statutory Auditors, have included an emphasis of matter in their reports on our Q1 2023 Unaudited Standalone
Financial Results with respect to the note included in such Q1 2023 Unaudited Standalone Financial Results on the
economic and social disruption as a result of COVID-19 pandemic of the Group’s business and financial metrics including
the Group’s estimates of impairment of loans, financial assets, investments, investment in properties, intangible assets
(including goodwill) and in case of life insurance business, estimate of claims which are highly dependent on uncertain
future developments. Our Statutory Auditors have not modified their opinion in respect of this matter. For details of such
note see “Financial Information” on page 169.
Our Statutory Auditors, have included an emphasis of matter in their reports on our audited consolidated financial
statements as at and for year ended March 31, 2022 with respect to the note included in such audited consolidated financial
statements on the economic and social disruption as a result of COVID-19 pandemic of the Group’s business and financial
metrics including the Group’s estimates of impairment of loans, financial assets, investments, investment in properties,
intangible assets (including goodwill) and in case of life insurance business, estimate of claims which are highly
dependent on uncertain future developments. Our Statutory Auditors have not modified their opinion in respect of this
matter. For details of such note see “Financial Information” on page 169.
Our Statutory Auditors, have also included an emphasis of matter in their reports on our audited standalone financial
statements as at and for year ended March 31, 2022 with respect to the note included in such audited standalone financial
33
statements on the economic and social disruption as a result of COVID-19 pandemic of our Company’s business and
financial metrics including our Company’s estimates of impairment of investments and other assets, which are highly
matter. For details of such note see “Financial Information” on page 1’69.
statements as at and for year ended March 31, 2021 with respect to the note included in such audited consolidated financial
statements on the economic and social disruption as a result of COVID-19 pandemic of the Group’s business and financial
metrics including the Group’s estimates of impairment of loans, financial assets, investments, investment in properties,
intangible assets (including goodwill) and in case of life insurance business, estimate of claims which are highly
statements as at and for year ended March 31, 2021 with respect to the note included in such audited standalone financial
statements on the economic and social disruption as a result of COVID-19 pandemic of our Company’s business and
financial metrics including our Company’s estimates of impairment of investments and other assets, which are highly
statements as at and for year ended March 31, 2020 on the economic and social disruption as a result of COVID-19
pandemic of the Group’s business and financial metrics including the Group’s estimates of impairment of loans, financial
assets, investments, investment in properties, intangible assets (including goodwill) which are highly dependent on
uncertain future developments. Our Statutory Auditors have not modified their opinion in respect of this matter. For
details of such note see “Financial Information” on page 169.
statements as at and for year ended March 31, 2020 with respect to economic and social disruption as a result of COVID-
19 pandemic of our Company’s business and financial metrics including our Company’s estimates of impairment of
investments and other assets, which are highly dependent on uncertain future developments. Our Statutory Auditors have
not modified their opinion in respect of this matter. For details of such note see “Financial Information” on page 169.
31. We may experience difficulties in expanding our business, organically and inorganically, into new regions and
markets in India and overseas.
We continue to evaluate attractive growth opportunities to expand our business into new regions and markets in India as
well as overseas. These opportunities can take various forms, including acquisitions, mergers, joint ventures and strategic
investments.
There can be no assurance that we will be able to identify suitable acquisition targets or strategic investment at acceptable
cost and on commercially reasonable terms, obtain the finance, if required, to complete and support such acquisitions or
investments, integrate such businesses or investments or that any business acquired or investment made will be profitable.
The return of capital deployed on such acquisitions will depend on the price of the acquisitions and speed of integration
of acquired business employees and assets. Any future acquisitions may result in integration issues and employee
retention problems; we face numerous risks and uncertainties combining, transferring, separating or integrating the
relevant businesses and systems, including the need to combine or separate accounting and data processing systems and
management controls and to integrate relationships with clients, trading counterparties and business partners. We may
not be able to realise the benefits we might anticipate from any such acquisitions.
Factors such as competition, culture, regulatory regimes, business practices and customs and customer requirements in
these new markets may differ from those in our current markets and our experience in our current markets may not be
applicable to these new markets. In addition, as we enter new markets and geographical regions, we are likely to compete
with other banks and financial institutions that already have a presence in those jurisdictions and markets. As these banks
and financial institutions are more familiar with local regulations, business practices and customs, they may have
developed stronger relationships with customers. Our business expansion may be exposed to various additional
challenges, including obtaining the necessary governmental approvals, identifying and collaborating with local business
and partners with whom we may have no previous working relationship, successfully gauging market conditions in the
local markets in which we have no previous familiarity, attracting potential customers in a market in which we do not
have significant experience or visibility, being susceptible to local laws, including taxation in additional geographical
34
areas in India and overseas adapting our marketing strategy and operations to the different regions of India in which
different languages are spoken. Expansion in new markets could also lead to a change in existing risk exposures, and the
data and models we use to manage such exposures may not be as sophisticated or effective as those we use in existing
markets or with existing products. This, in turn, could lead to losses in excess of our expectations. If we are unable to
expand our current operations it may adversely affect our business prospects, results of operations, cash flows and
32. We introduce new products for our customers and there is no assurance that our new products will be profitable
in the future.
We introduce new products and services in our existing lines of businesses. We may incur costs to expand our range of
products and services and cannot guarantee that such new products and services will be successful once offered, whether
due to factors within or outside of our control, such as general economic conditions, a failure to understand customer
demand and market requirements or a failure to understand the regulatory and statutory requirements for such products
or lack of management focus on these new products. If we fail to develop and launch these products and services
successfully, we may lose a part or all of the costs incurred in development and promotion or discontinue these products
and services entirely, which could in turn adversely affect our business and results of operations.
33. Our Group’s ability to borrow from various banks may be restricted on account of guidelines issued by the RBI
imposing restrictions on banks in relation to their exposure to NBFCs which could have an impact on our business
and could affect our growth, margins and business operations.
The RBI vide its Circular DBR.No.BP.BC.43/ 21.01.003/2016-17 dated December 1, 2016 and Circular
DBR.No.BP.BC.31/21.01.003/2018-19 dated April 1, 2019 and circular No. DBR.No.BP.BC.43/21.01.003/2018-19
dated June 3, 2019 as amended from time to time, has amended the regulatory framework governing banks to address
concerns arising from divergent regulatory requirements for banks and NBFCs. These Circulars restricts bank’s
exposures to a single NBFC to 15.00% of their eligible capital base and to a group of connected NBFCs or group of
connected counterparties having NBFCs in the group to 25.00% of their Tier I Capital. In September 2019, the Reserve
Bank of India (RBI) again increased a banks exposure limit to a single NBFC from 15.00% to 20.00% of its Tier-I capital
upto June 30, 2021 and on May 23, 2020, the exposure to a group of connected NBFCs or group of connected
counterparties having NBFCs in the group was increased from 25.00% to 30.00% of their Tier I Capital as a one-time
measure due to COVID-19 and the increased limit is applicable upto June 30, 2021.
Furthermore, RBI has suggested that banks may consider fixing internal limits for their aggregate exposure to all NBFCs
combined. Since these circulars limit a bank’s exposure to NBFCs, the same consequently restricts our ability to borrow
from banks. Further, as per the extant guidelines by RBI, it has now been decided that rated exposures of banks to all
NBFCs (including members of our Group), excluding Core Investment Companies (CICs), would be risk-weighted as
per the ratings assigned by the accredited rating agencies, in a manner similar to that for corporates.
These circulars could affect our business and any similar notifications released by the RBI in the future, which has a
similar impact on our business could affect our growth, margins and business operations.
34. We are a widely regulated business and revisions to laws and regulations or regulatory investigations may have a
material adverse effect on our business, results of operations, cash flows and financial condition.
Our subsidiaries are regulated by and report to a wide variety of Indian regulatory bodies, including RBI, NHB, SEBI,
IRDAI and other regulators, each of which promulgate guidelines governing a wide variety of activities, including but
not limited to capital adequacy, investment and credit exposure, reserves and other prudential norms.
Our largest subsidiary by revenue and assets, ECL Finance Limited, is regulated principally by the RBI and is subject to
the RBI’s guidelines on the regulation of the NBFC-ND-Sis. The RBI also regulates the credit flow by banks to NBFC-
ND-Sis and provides guidelines to commercial banks with respect to their investment and credit exposure norms for
lending to the NBFC-ND-Sis. In order to provide enhanced control, existing rules and regulations have been modified,
new rules and regulations have been enacted and reforms have been implemented.
RBI had issued a Discussion Paper on January 22, 2021 proposing a revised scale-based framework for NBFCs with
increasing level of supervision and regulations with the scale. Now post receipt of public comments, RBI has decided to
put in place the said framework which, may require NBFCs to adopt stricter norms for conducting their business which
may affect their profitability and results of operations. The revised framework will be effective from October 1, 2022,
i.e. approximately one year time period has been provided for implementing the new guidelines.
35
Our life and general insurance subsidiaries are regulated by IRDAI. The laws and regulations governing the insurance
industry cover a wide variety of issues, including foreign investment, solvency requirements, investments, money
laundering, privacy, record keeping, marketing and selling practices, and have become increasingly complex over time.
Any change in the policies of the IRDAI, including in relation to investment or provisioning, may result in our inability
to meet such increased or changed requirements as well as require us to increase our coverage to relatively riskier
segments. In addition, the Insurance Act, 1938 and regulations issued by the IRDAI could restrict our insurance
subsidiaries’ operating flexibility as it restricts the types of capital that can be issued by an insurer in India to equity
shares having a single face value, preference share capital, subordinated debt instruments and any other debt instrument
as may be permitted by the IRDAI. Accordingly, our insurance subsidiaries’ ability to issue capital of varied nature is
limited. In addition, the Insurance Act, 1938 provides that appointment, reappointment or termination of a managing or
whole-time director, a manager or a chief executive officer, of an insurance company shall be made only with the prior
approval of the IRDAI. The regulations prescribed by IRDAI further require that the right to appoint a chairman who
exercises a casting vote and the right to appoint a chief executive officer has to necessarily be appointed by the Indian
promoters and/or investors or the board of directors of the insurance company. Further, according to the Insurance
Regulatory and Development Authority (Investment) Regulations, 2016, certain requirements are imposed on
investments by insurers.
We are also subject to periodic inspections by RBI, NHB, SEBI, IRDAI and other regulators. In the past certain
observations were made by the regulators during such inspections regarding our business and operations. These
observations relate to, amongst others, financial aspects such as calculation of CRAR in our NBFC, operational aspects
such as data errors and use of customer data, and governance aspects such as formulation of fit and proper criteria for
appointment of directors on one of the Subsidiaries. While we generally respond to the observations issued by the
regulators in the inspection reports, we cannot assure you that such responses would be found to be acceptable by the
regulators in all cases. For instance, Edelweiss Rural and Corporate Services Limited has, in the past, been subject to
penalties arising out of inspections carried out by the FMC and the MCX. While we attempt to be in compliance with all
regulatory provisions applicable to us, in the event we are not able to comply with the observations made by the regulators,
we could be subject to supervisory actions, which may have a material adverse effect on our reputation, results of
operations, cash flows and financial condition. For details of outstanding proceedings in this respect, see “Outstanding
Litigations” on page 180.
We are also subject to corporate, taxation and other laws in force in India. The abovementioned regulations are subject
to frequent amendments, which may require us to restructure our activities, incur additional costs or could otherwise
adversely affect our business and financial performance. Further, the guidelines promulgated by the regulators may
overlap, which could lead to interpretational ambiguities and subject us to potential liability in case of divergent views.
There can be no assurance that these regulatory bodies will not implement further regulations or policies, including legal
interpretations of existing regulations, relating to or affecting interest rates, taxation, inflation or exchange controls, or
otherwise take action, that may have an adverse impact on our subsidiaries. Further, if we are unable to comply with such
regulatory requirements, our business and results of operations may be materially and adversely affected. The RBI, SEBI,
NHB, IRDAI and other regulators in India and jurisdictions where we operate are empowered to impose and have in the
past given administrative warnings and imposed penalties, including for matters such as failure to exercise adequate due
diligence in case of certain public offerings on which we were mandated. We cannot predict the initiation or outcome of
any current or future investigations by other authorities or different investigations by the regulators in India or in other
jurisdictions we operate in. Past penalties imposed by the regulators have generated adverse publicity for our business.
Such adverse publicity, or any future scrutiny, investigation, inspection or audit, which could result in fines, public
reprimands, damage to our reputation, significant time and attention from our management, costs for investigations and
remediation of affected customers, may materially adversely affect our business and financial results.
35. If we are unable to obtain, renew or maintain the statutory and regulatory permits and approvals required to
operate our existing or future businesses it may have a material adverse effect on our business, results of
Our Company and our subsidiaries in India are subject to regulations and supervision by the RBI, NHB, SEBI, IRDAI
and other regulators. In addition to the numerous conditions required for the registration with each of these regulatory
bodies, we are also required to comply with certain other regulatory requirements for our business imposed by the
regulators. There could be circumstances where we or our subsidiaries may be required to renew applicable permits and
approvals and obtain new permits and approvals for our current and any proposed operations, or in the event of a change
in applicable law and regulations. There can be no assurance that the concerned regulators or other relevant authorities
will issue any such permits or approvals in the timeframe anticipated by us, or at all. Our failure to renew, maintain or
36
obtain the required permits or approvals may result in an interruption of our operations and may have a material adverse
effect on our business, results of operations, cash flows and financial condition.
In addition, our branches are required to be registered under local laws and regulations of the states in which they are
located. These local laws and regulations regulate various employment conditions, including working hours, holidays
and leave and overtime compensation. If we fail to obtain or retain any of these approvals or licenses, or renewals thereof,
in a timely manner, or at all, our branch businesses 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 for such branch may be suspended or
cancelled and we shall not be able to carry on such activities.
36. Dividend income from subsidiaries and associates contribute to a significant portion of the company’s revenues
The Company is the holding company for the Edelweiss group and has limited business operations. As a result, dividend
income from subsidiaries and associates continues to be a significant portion of the revenues of the Company.
Consequently, in the event that if one or more of the subsidiary and associate companies are unable to or do not declare
dividends for whatsoever reasons including but not limited to any macroeconomic situation, regulatory constraints or
other factors generally affecting the industry in which such subsidiaries operate, the Company may have lesser,
significantly lower or no revenues. In such a situation, the profits of the Company may be affected which would affect
the Company’s ability to pay interest.
37. Our borrowers may continue to experience stress due to Covid-19 related economic downturn and may find it
difficult to service their loans despite moratorium and other relief measures extended by the RBI, Government of
India and us and thus affect asset quality and lead to credit losses.
Due to the outbreak of COVID-19 pandemic and the resultant lockdowns and quarantine measures economic activities
in India have been severely impacted during the current financial year. Reserve Bank of India (RBI) though various
regulatory measures and package announced during the current financial year sought lenders to grant a moratorium for
the payment of all instalments falling due between March 1, 2020 and August 31, 2020 to all eligible borrowers that have
opted to avail the same. The Supreme Court of India also has taken note of the moratorium guidelines and may direct
changes in the way interest is to be applied and recovered from the borrowers for the period of the moratorium; matter is
pending currently. The Supreme Court of India in a public interest litigation (Gajendra Sharma vs. Union of India and
Others), vide an interim order dated September 3, 2020 has directed that borrowers who were not declared non-performing
assets till August 31, 2020 shall not be declared as NPA till further orders. This was subsequently vacated pursuant to
order of Supreme Court dated November 27, 2000. Further, Government of India on October 23, 2020 announced waiver
of interest on interest for loans up to ₹ 20 million for specified loan accounts for a period from March 1 to August 31,
2020. Oct 23, 2020. The situation is still evolving and we are unable to quantify the impact, if any, at this stage, these
developments will have on our operations or financial position. Since the economic situation continues to be stressed,
and some of the borrowers continue to be impacted by the downturn in the economic activities, their capacity and ability
to service the loans after the end of the regulatory moratorium period may still remain compromised. This may lead to a
deterioration in asset quality and eventual losses on recoveries and may also lead to lower interest income and may
necessitate incremental provisions and mark-down on our loan portfolio thus affecting the profitability and cash flows.
38. We may divest stakes in our businesses or demerge businesses as we seek to increase our capital position, to
strengthen our balance sheet and find suitable strategic partners to grow our businesses, thereby reducing our
stake in those businesses.
We had announced divestment of our stake in our wealth management business recently subject to regulatory approvals.
Wealth Management business accordingly has ceased to be our subsidiary and became our Associate with effect from
March 26, 2021. We have also recently divested 70% stake in EGIBL to Arthur J. Gallagher & Co.. We continue to
explore various fund-raising opportunities, including the option to raise capital from the strategic investor(s) and we may
consider divesting certain or all of our existing investments and businesses. To this effect, subject to receipt of requisite
regulatory and customary approvals and compliance with applicable law, our Board has approved a restructuring exercise
involving the sale of investments by our Company (either in part or whole) in our Subsidiaries by transferring, hiving
off, demerging, selling etc., whole or part of our wealth management business, asset management business and general
insurance business to any strategic investor(s)/person, at an appropriate time, including by listing the equity shares of the
holding company of the respective businesses or one or more of the identified subsidiaries. Timing of outcomes and
impact thereof of these initiatives cannot be predicted or assessed accurately at this juncture and our Company may have
a lower stake in these businesses in the future. For details in relation to the various agreements entered into by our
Company and our Subsidiaries, please refer to “History and Main Objects-Key terms of Material Agreements and
Material Contracts” on page 144.
37
39. The Insolvency and Bankruptcy Code, 2016 may affect our rights to recover loans from borrowers.
The Insolvency and Bankruptcy Code, 2016, as amended from time to time (“Bankruptcy Code”) was notified on August
5, 2016. The Bankruptcy Code offers a uniform and comprehensive insolvency legislation encompassing all companies,
partnerships and individuals (other than financial firms). It allows creditors to assess the viability of a debtor as a business
decision and agree upon a plan for its revival or a speedy liquidation. The Bankruptcy Code creates a new institutional
framework, consisting of a regulator, insolvency professionals, information utilities and adjudicatory mechanisms, which
will facilitate a formal and time-bound insolvency resolution and liquidation process.
In case insolvency proceedings are initiated against a debtor to our Company, we may not have complete control over
the recovery of amounts due to us. Under the Bankruptcy Code, upon invocation of an insolvency resolution process, a
committee of creditors is constituted by the interim resolution professional, wherein each financial creditor is given a
voting share proportionate to the debts owed to it. Any decision of the committee of creditors on specified critical matters
must be taken by a vote of not less than 66% of the voting share of all financial creditors unless otherwise specified
otherwise in the Bankruptcy Code. Any resolution plan approved by committee of creditors is binding upon all creditors,
even if they vote against it.
In case a liquidation process is opted for, the Bankruptcy Code provides for a fixed order of priority in which proceeds
from the sale of the debtor’s assets are to be distributed. Before sale proceeds are distributed to a secured creditor, they
are to be distributed for the costs of the insolvency resolution and liquidation processes, debts owed to workmen.
Moreover, other secured creditors may decide to opt out of the process, in which case they are permitted to realise their
security interests in priority subject to subsisting inter – se ranking of charges amongst the secured creditors.
Accordingly, if the provisions of the Bankruptcy Code are invoked against any of the borrowers of our Company, it may
affect our Company’s ability to recover our loans from the borrowers and enforcement of our Company’s rights will be
subject to the Bankruptcy Code.
Further, the GoI vide notification dated March 24, 2020 (“Notification”) has amended section 4 of the Bankruptcy Code
due the lingering impact of the COVID-19 pandemic. Pursuant to the said Notification, GoI has increased the minimum
amount of default under the insolvency matters from ₹100,000 to ₹10,000,000. Therefore, the ability of our Company to
initiate insolvency proceedings against the defaulters where the amount of default in an insolvency matter is less the
₹10,000,000 may impact the recovery of outstanding loans and profitability of our Company.
Pursuant to the Insolvency and Bankruptcy Code (Second Amendment) Act, 2020, the Central Government has inserted
10A to the Bankruptcy Code, pursuant to which no application for initiation of corporate insolvency resolution process
of a corporate debtor shall be filed under Sections 7, 9 and 10 of the Bankruptcy Code, for any default arising on or after
March 25, 2020 for a period of six months or such further period, not exceeding one year from such date, as may be
notified in this behalf (the “Exempted Period”). Subsequently in exercise of the powers conferred by the said section
10A of the Bankruptcy Code, the Central Government has by way of a notification dated September 24, 2020 has
extended the Exempted Period by an additional period of three months from the September 25, 2020 for the purposes of
the said section. After another extension for three months from September 25, 2020, recently IBC suspension has been
extended for a further period of three months from December 25, 2020 and finally upto March 25, 2021 under Section
10A vide an MCA Notification.
Therefore, the ability of our Company to initiate insolvency proceedings against the defaulters with respect to the defaults
during the above mentioned periods may impact the recovery of outstanding loans and profitability of our group.
40. Changes to laws and regulations across the multiple jurisdictions we operate in, may materially and adversely
affect our business and financial performance.
Our business and financial performance could be materially adversely affected by changes in the laws, rules, regulations
or directions applicable to us and our business, or the interpretations of such existing laws, rules and regulations, or the
promulgation of new laws, rules and regulations, in India or in other jurisdictions we operate in.
The governmental and regulatory bodies in India and other jurisdictions where we operate may notify new regulations
and/or policies, which may require us to obtain approvals and licenses from the government and other regulatory bodies,
or impose onerous requirements and conditions on our operations, in addition to those, which we are undertaking
currently. Any such changes and the related uncertainties with respect to the implementation of new regulations may
have a material adverse effect on our business, results of operations, cash flows and financial condition.
38
41. Certain Directors hold Equity Shares in our Company and are therefore interested in our Company’s
performance in addition to their remuneration and reimbursement of expenses.
Some of our Directors are interested in our Company, in addition to regular remuneration or benefits and reimbursement
of expenses, to the extent of their shareholding in our Company. Such Directors may be able to exercise significant
control over us, including being able to determine decisions requiring simple or special majority voting of shareholders,
and our other shareholders may not be able to affect the outcome of such voting. Our Directors may take or block actions
with respect to our business which may conflict with the best interests of the Company or that of minority shareholders.
42. Our success depends upon our management team and key personnel and our ability to attract, train and retain
such persons. If we are unable to attract and retain talented professionals or the loss of key management
personnel may have an adverse impact on our business and future financial performance.
Our ability to sustain the rate of growth depends significantly on selecting and retaining key managerial personnel,
developing managerial experience to address emerging challenges and ensuring a high standard of client service. We face
a continuing challenge to recruit, adequately compensate and retain a sufficient number of suitably skilled personnel,
knowledgeable in sectors in which we operate or to which we lend. There is significant competition in India for such
personnel, which has increased in recent years as a significant number of banks, NBFCs, HFCs and insurance companies
have recently commenced operations. We compete with other similar financial institutions to attract and retain this talent
pool. Our success in attracting and retaining such resources depends upon factors such as remuneration paid, range of
our product offerings, pre and post-sale support provided, our reputation, our perceived stability, our financial strength,
and the strength of the relationships we maintain with our intermediaries, agents and other professionals. If we fail to
attract or retain such key personnel, it could have a material adverse effect on our business, results of operations, cash
flows, financial condition and prospects.
If we are unable to hire additional qualified personnel or to retain them, our ability to expand our business may be
impaired. We will need to recruit new employees who will have to be trained and integrated within our operations. In
addition, we will have to train existing employees to adhere to internal controls and risk management procedures. Failure
to train and motivate our employees properly may result in an increase in employee attrition rate, a requirement to hire
additional employees, an erosion of the quality of customer service, a diversion in the management’s resources, an
increase in our exposure to high-risk credit and an increase in costs for us. Hiring and retaining qualified and skilled
managers is critical to our future as our business model depends on our credit-appraisal and asset valuation mechanism,
which are personnel-driven. Moreover, competition for experienced employees can be intense, and has intensified in the
recent financial periods. While we have an incentive structure, if we are unable to attract and retain talented professionals
or the loss of key management personnel it may have an adverse impact on our business and future financial performance.
43. A failure or inadequacy in our information technology and telecommunication systems or if we are unable to
adapt to rapid technological changes it may adversely affect our business, results of operations, cash flows and
Our ability to operate and remain competitive depends in part on our ability to maintain and upgrade our information
technology systems and infrastructure on a timely and cost-effective basis, including our ability to process a large number
of transactions on a daily basis. Our operations also rely on the secure processing, storage and transmission of confidential
and other information in our computer systems and networks. Our financial, accounting or other data processing systems
and management information systems or our corporate website may fail to operate adequately or become disabled as a
result of events that may be beyond our control, including a disruption of electrical or communications services. Further,
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. If any of these systems are disabled or if there are other shortcomings or failures in our internal processes or
systems, it may disrupt our business or impact our operational efficiencies and render us liable to regulatory intervention
or damage to our reputation. The occurrence of any such events may adversely affect our business, results of operations,
We are dependent on various external vendors for the implementation of certain elements of our operations, including
implementing information technology infrastructure and hardware, industry standard commercial off-the-shelf products,
networking and back-up support for disaster recovery. We are, therefore, exposed to the risk that external vendors or
service providers may be unable to fulfil their contractual obligations to it (or will be subject to the risk of fraud or
operational errors by their respective employees) and the risk that their (or their vendors’) business continuity and data
39
security systems prove to be inadequate or fail to perform. Failure to perform any of these functions by our external
vendors or service providers could materially and adversely affect our business, results of operations and cash flows.
We update our information technology systems and introduce new information technology systems from time to time.
However, delays, system failures or other accidents may occur during such system upgrades or introduction of new
systems. In addition, the upgraded or new information technology systems may not be able to achieve the projected
processing capacity and availability and may also not be able to meet the needs of our business scale and business growth
in the future. Our failure to address these problems promptly, including any delay in the implementation of any upgraded
or new information systems, could result in our inability to perform, or prolonged delays in performing critical business
operational functions, the loss of key business data, which could have a material adverse effect on our business operations.
This could in turn have a material adverse effect on our business, financial condition, results of operations, reputation
and prospects.
In addition, the future success of our business will depend in part on our ability to respond to technological advances and
to emerging financing industry standards and practices on a cost-effective and timely basis. The development and
implementation of such technology entails significant technical and business risks. There can be no assurance that we
will successfully implement new technologies effectively or adapt our technology and systems to meet customer
requirements or emerging industry standards. If we are unable, for technical, legal, financial or other reasons, to adapt in
a timely manner to changing market conditions, customer requirements or technological changes, our financial condition
could be adversely affected. Any technical failures associated with our information technology systems or network
infrastructure, including those caused by power failures and other unauthorised tampering, may cause interruptions or
delays in our ability to provide services to our customers on a timely basis or at all, and may also result in added costs to
address such system failures and/or security breaches, or for information retrieval and verification.
44. We are exposed to operational risks, including employee negligence, petty theft, burglary and embezzlement and
fraud by employees, agents, customers or third parties, which could harm our results of operations, cash flows
We are exposed to many types of operational risks. Operational risks can result from a variety of factors, including failure
to obtain proper internal authorisations, improperly documented transactions, failure of operational and information
security procedures, computer systems, software or equipment, fraud, inadequate training and employee errors. We
attempt to mitigate operational risk by maintaining a comprehensive system of internal controls, establishing systems and
procedures to monitor transactions, maintaining key back-up procedures, undertaking regular contingency planning and
providing employees with continuous training. We employ security systems, including firewalls and password
encryption, designed to minimise the risk of security breaches. Although we intend to continue to implement security
technology and establish operational procedures to prevent fraud, break-ins, damage and failures, there can be no
assurance that these security measures will be adequate. Any failure to mitigate such risks may adversely affect our
business and results of operations.
Any fraud, sales misrepresentation and other misconduct committed by our employees, agents or distribution partners
could result in violations of laws and regulations by us and subject us to regulatory scrutiny. Even if such instances of
misconduct may not result in any legal liabilities on our part, they could cause serious reputational or financial harm to
us. Our agents and intermediaries are also subject to regulatory oversight of regulators within respective industries such
as RBI, NHB, IRDAI etc. Any regulatory action against such distribution partners could reduce our ability to distribute
our products through them, harm our reputation and have a material adverse effect on our business, results of operations,
cash flows, financial condition and prospects.
In addition, some of our transactions expose us to the risk of misappropriation or unauthorised transactions by our
employees and fraud by our employees, agents, customers or third parties. Our insurance policies, security systems and
measures undertaken to detect and prevent these risks may not be sufficient to prevent or deter such activities in all cases,
which may adversely affect our operations and profitability. Furthermore, we may be subject to regulatory or other
proceedings in connection with any unauthorised transaction, fraud or misappropriation by our representatives and
employees, which could adversely affect our goodwill. In addition, some of the collateral provided for the loans may not
be adequately insured and this may expose us to a loss of value of the collateral. As a result, we may not be able to recover
the full value of the collateral. Any loss of value of the collateral may have a material adverse effect on our profitability
and business operations.
40
45. Our insurance coverage may not adequately protect us against losses, which could adversely affect our business,
results of operations, cash flows and financial condition.
We maintain a number of insurance policies to cover the different risks involved in the operation of our business. We
maintain a directors’ and officers’ liability policy to cover certain liabilities that may be imposed on our directors and
officers. We believe that our insurance coverage is appropriate and adequate for our operations. We have insurance
policies covering, among others, electronic equipment, burglary, standard fire and special peril and machinery
breakdown, and comprehensive general liability insurance.
We cannot, however, assure you that the terms of our insurance policies will be adequate to cover any damage or loss
suffered by us or that such coverage will continue to be available on reasonable terms or will be available in sufficient
amounts to cover one or more large claims, or that the insurer will not disclaim coverage as to any future claim. Any
successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in
our insurance policies, including any increase in premium or any imposition of larger deductibles or co-insurance
requirements could adversely affect our business, results of operations, cash flows and financial condition.
46. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some of
our counterparts and our risk management measures and internal controls, 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. Some methods of
managing risks are derived from the observation of historical market behaviour. As a result, these methods may not
predict future risk exposures, which could be greater than the indication based on historical measures. Other risk
management methods depend on an evaluation of information regarding markets, customers or other matters. This
information may not be accurate, complete, up-to-date or properly evaluated. The management of operational, legal or
regulatory risk requires, among other things, proper policies and procedures to record and verify a number of transactions
and events. Although we have established these policies and procedures, they may not be fully effective.
We may utilise a variety of financial instruments, such as derivatives, options, interest rate swaps, caps and floors,
futures and forward contracts to seek to hedge against any decline in value of our assets as a result of changes in currency
exchange rates, certain changes in the equity markets and market interest rates and other events. Hedging transactions
may also limit the opportunity for gain if the value of the hedged positions should increase, it may not be possible for
us to hedge against a change or event at a price sufficient to fully protect our assets from the decline in value of the
positions anticipated as a result of such change or event. In addition, it may not be possible to hedge against certain
changes or events at all. While we may enter into such transactions to seek to reduce currency exchange rate and interest
rate risks, or the risks of a decline in the equity markets generally or one or more sectors of the equity markets in
particular, or the risks posed by the occurrence of certain other events, unanticipated changes in currency or interest
rates or increases or smaller than expected decreases in the equity markets or sectors being hedged or the non-occurrence
of other events being hedged may result in a poorer overall performance for the group than if we had not engaged in
any such hedging transaction. In addition, the degree of correlation between price movements of the instruments used
in a hedging strategy and price movements in the position being hedged may vary. Moreover, for a variety of reasons,
we may not seek to establish a perfect correlation between such hedging instruments and the positions being hedged.
Such imperfect correlation may prevent us from achieving the intended hedge or expose the group to additional risk of
loss.
Our risk management techniques may not be fully effective in mitigating our risks in all types of market environments
or against all types of risk, including risks that are unidentified or unanticipated.
Our future success will depend, in part, on our ability to respond to new technological advances and emerging market
standards and practices in a cost-effective and timely manner. The development and implementation of such technology
entails significant technical and business risks. There can be no assurance that we will be able to successfully implement
new technologies or adapt our transaction processing systems in accordance with the requirements of customers or
emerging market standards.
41
47. Any adverse change in our relationship with our individual agents and other distribution intermediaries, a decline
in performance of our agent or other distribution network or if we are unable to enter into additional distribution
arrangements may have a material adverse effect on our business, results of operations, cash flows and financial
condition.
We distribute our products through a large number of individual agents and other financial intermediaries with respect to
our various businesses. We typically enter into exclusive arrangements with our individual agents who contribute a
significant portion of our insurance business. We compete with other financial institutions and insurance companies to
attract and retain individual agents. Our success is dependent on the sales commissions and other rewards and recognition
programs extended by us subject to applicable regulatory restrictions, the range of our product offering, our brand and
business reputation, market and customer perception regarding the stability of our financial condition, our financial
performance, our marketing and related support services that we provide to our agents and other intermediaries, and our
relationship with our individual agents. If we are unable to attract and retain productive sales agents, it could have a
material adverse effect on our business, results of operations, cash flows and financial condition. It is also difficult, time
consuming and expensive to recruit, train and deploy agents and other retail distributors. If we are unable to develop a
productive team of agents in a cost-effective manner, or at all, it could adversely affect our sales as well as customer
perception of our business and products. We may experience high attrition rates of individual agents and other
intermediaries as a result of increased competition. In addition to individual agents, we also rely on other distribution
channels, including corporate agents, brokers, micro-agents, common service centres and marketing firms. If we are
unable to continue to recruit, train and retain productive sales agents and other distribution intermediaries it may have a
material adverse effect on our business, prospects, results of operations, cash flows and financial condition.
48. We may face damage to our professional reputation and risk legal liability to our clients and affected third parties
if our services are not regarded as satisfactory.
All of our businesses depend to a large extent on our relationships with our clients and our reputation for integrity and
high calibre professional services to attract and retain clients. As a result, if a client is not satisfied with our services, it
may be more damaging to our business than to other businesses. Moreover, our role as advisor to our clients on important
mergers and acquisitions or structured finance transactions involves complex analysis and the exercise of professional
judgment.
Our activities may subject us to the risk of significant legal liabilities to our clients and aggrieved third parties, including
shareholders of our clients who could initiate securities class actions against us. These risks often may be difficult to
assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Our
engagements typically include broad indemnities from our clients and provisions to limit our exposure to legal claims
relating to our services, but these provisions may not protect us or may not be enforceable in all cases. As a result, we
may incur significant legal expenses in defending against litigation. Substantial legal liability or significant regulatory
action against us could have material adverse financial effects or cause significant harm to our reputation, which could
seriously harm our business prospects.
49. Poor investment performance, pricing pressure and other competitive factors may reduce our revenue or result
in losses in our asset management and/or investment advisory businesses.
Our revenues from our asset management and investment advisory business are primarily derived from management fees,
which are based on committed/drawn down capital and/or assets under management and incentive fees, which are earned
if the return of our investment funds exceeds certain threshold returns. Our ability to maintain or increase assets under
management is subject to a number of factors, including investors’ perception of our past performance, market or
economic conditions, competition from other fund managers and our ability to negotiate terms with major investors.
Investment performance is one of the most important factors in retaining existing clients and competing for new asset
management and private equity business and our historical performance may not be indicative of future results. Poor
investment performance and other competitive factors could reduce our revenues and impair our growth in many ways:
• existing clients may withdraw funds from our asset management and investment advisory services business in favour
of better performing products;
• our incentive fees could decline or be eliminated entirely;
• firms with which we have business relationships may terminate these relationships with us;
• our capital investments in our investment funds or the seed capital we have committed to new asset management
products may diminish in value or may be lost; and
• our key employees in the business may depart, either to join a competitor or otherwise.
42
To the extent our future investment performance is perceived to be poor in either relative or absolute terms, our asset
management revenues will likely be reduced and our ability to raise new funds will likely be impaired.
Even when market conditions are generally favourable, our investment performance may be adversely affected by our
investment style and the particular investments that we make. In addition, over the past several years, the size and number
of investment funds, including exchange-traded funds and private equity funds, has continued to increase. If this trend
continues, it is possible that it will become increasingly difficult for us to raise capital for new investment funds or price
competition may mean that we are unable to maintain our current fee structure. We have historically competed primarily
on the basis of the performance of our investment funds and other asset management products and services, and not on
the level of our fees relative to those of our competitors. However, there is a risk that fees in the asset management
industry will decline, without regard to the historical performance of a manager, including our historical performance.
Fee reductions on our existing or future investment funds and other asset management products and services, without
corresponding decreases in our cost structure, would adversely affect our revenues and results of operations.
50. Our reliance on any misleading or misrepresented information provided by potential customers or counterparties
or an inaccurate credit appraisal by our employees may affect our credit judgments, as well as the value of and
title to the collateral, which may adversely affect our reputation, business and results of operations.
In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on
information furnished to us by or on behalf of customers and counterparties, including financial statements and other
financial information. We may also rely on certain representations in relation to the accuracy and completeness of that
information as well as independent valuation reports and title reports with respect to the collateral. In addition, we may
rely on reports of the independent auditors in relation to the financial statements of the customers. For example, in
deciding whether to extend credit, we may assume that a customer’s audited financial statements conform to GAAP and
the financial condition, results of operations and cash flows of the customer are presented fairly in all material respects.
Our financial condition and results of operations may be adversely affected by relying on financial statements that do not
comply with GAAP or other information that may be materially misleading. Moreover, we have implemented a KYC
checklist and other measures to prevent money laundering. There can be no assurance that information furnished to us
by potential customers and any analysis of such information or the independent checks and searches will return accurate
results, and our reliance on such information may affect our judgment of the potential customers’ credit worthiness, as
well as the value of and title to the collateral, which may result in us having to bear the risk of loss associated with such
misrepresentations. In the event of the ineffectiveness of these systems, our reputation, business and results of operations
may be adversely affected.
We may also be affected by the failure of our employees to adhere to the internal procedures and an inaccurate appraisal
of the credit or financial worth of our clients. Inaccurate appraisal of credit may allow a loan sanction, which may
eventually result in a bad debt on our books of accounts. In the event we are unable to mitigate the risks that arise out of
such lapses, our business and results of operations may be adversely affected.
51. We may not be able to detect money-laundering and other illegal or improper activities fully or on a timely basis,
which could expose us to additional liability and harm our business or reputation.
We are required to comply with applicable KYC, anti-money-laundering and anti-terrorism laws and other regulations in
India and other jurisdictions that we operate in. In the course of our operations, we run the risk of failing to comply with
the prescribed KYC procedures and the consequent risk of fraud and money laundering by dishonest customers despite
putting in place systems and controls customary in India to prevent the occurrence of these risks. Although we believe
that we have adequate internal policies, processes and controls in place to prevent and detect any AML activity and ensure
KYC compliance, 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. In certain activities and in pursuit of our business, we run the risk of inadvertently offering our financial
products and services ignoring customer suitability and appropriateness despite having a KYC and Anti-Money
Laundering measures and associated processes in place. Such incidents may adversely affect our business and reputation.
52. Significant differences exist between IFRS and Ind AS, used to prepare our Company’s financial statements and
other accounting principles, such as IFRS, with which investors may be more familiar.
The Reformatted Standalone Financial Information and Reformatted Consolidated Financial Information as at the end of
and for the financial years ended March 31, 2022, March 31, 2021 and March 31, 2020 included in this Tranche II
Prospectus are derived from the relevant audited financial statements prepared in accordance Ind AS. The financial
43
statements of our Company prior to Fiscal 2019 have been prepared in accordance with the requirements of Indian GAAP.
Hence, the reformatted Standalone Financial Information, Reformatted Consolidated Financial Information of our
Company may not be comparable with the financials of our Company for Fiscal 2018 and before.
The degree to which the financial statements included in this Tranche II Prospectus will provide meaningful information
is entirely dependent on the investor's level of familiarity with Indian accounting practices. Any reliance by persons not
familiar with Indian accounting practices on the financial disclosures presented in this Tranche II Prospectus should
accordingly be limited. Prospective investors should review the accounting policies and consult their own professional
advisers for an understanding of the differences between these accounting principles and those with which they may be
more familiar.
53. Our business is dependent on the Group’s goodwill and ‘Edelweiss’ brand name. Any change in control of the
Group or any other factor affecting the business and reputation of the Group may have a concurrent adverse
effect on our Group’s reputation, business and results of operations.
Our business is dependent on our Group’s goodwill and the ‘Edelweiss’ brand name. Reputational risk, or the risk to our
business, earnings and capital from negative publicity, is inherent in our business. The reputation of the financial services
industry in general has been closely monitored as a result of the global financial crisis and other matters affecting the
financial services industry. Negative public opinion about the financial services industry generally or about us specifically
could materially adversely affect our ability to attract and retain customers and may expose us to litigation and regulatory
action. Negative publicity can result from our or our third-party service providers’ actual or alleged conduct in any number
of activities, including lending practices, mortgage servicing and foreclosure practices, technological practices,
investment advisory practices, corporate governance, regulatory compliance, mergers and acquisitions, and related
disclosure, sharing or inadequate protection of customer information, and actions taken by government regulators and
community organisations in response to that conduct. Damage to our reputation and loss of brand equity could reduce
demand for our products. Any impairment of our reputation or erosion of the brand or failure to optimize the brand in the
marketing of our products could have a material adverse effect on our capacity to retain our current customers and attract
new customers and therefore on our sales and profitability, as well as require additional resources to rebuild our reputation
and restore the value of the brand. Although we take steps to minimise reputational risk in dealing with customers and
other constituencies, we, as a large financial services organisation with a high industry profile, are inherently exposed to
this risk. Any adverse developments regarding our brand could materially and adversely affect our business, results of
54. We have entered into related party transactions and may continue to enter into related party transactions, which
may involve conflicts of interest.
We have entered into related party transactions. For more details, see “Related Party Transactions” on page 168. While
we believe that all related party transactions entered into in the past are conducted on an arm’s length basis and in the
ordinary course of business, there can be no assurance that we could not have achieved more favourable terms if such
transactions had not been entered into with related parties. Further, our Company may continue to enter into related party
transactions in the future, which may involve conflicts of interest.
55. Certain facts and statistics are derived from publications not independently verified by us, the Lead Manager or
its respective advisors.
We have not independently verified data obtained from industry publications and other external sources referred to herein
and therefore, while we believe them to be accurate, complete and reliable, we cannot assure you that they are accurate,
complete or reliable. Such data may also be produced on different bases from those used in the industry publications we
have referenced. Therefore, discussions of matters relating to India, its economy, the financial services industry and the
life and general insurance industry are subject to the caveat that the statistical and other data upon which such discussions
are based may be inaccurate, incomplete or unreliable. Industry publications generally state that the information contained
in those publications has been obtained from sources believed to be reliable but their accuracy, adequacy or completeness
and underlying assumptions are not guaranteed and their reliability cannot be assured. The data and other information
sourced from the CARE Research Report is subject to CARE Research’s disclaimer set forth in “Industry Overview” on
page 86, Industry and government sources and publications are also prepared on the basis of information as at specific
dates and may no longer be current or reflect current trends. Industry and government sources and publications may also
base their information on estimates, forecasts and assumptions that may prove to be incorrect. Accordingly, no investment
decision should be made on the basis of such information. For more details, see “Industry Overview” on page 86.
44
56. We do not own the premises where our branch offices are located and in the event our rights over the properties
are not renewed or are revoked or are renewed on terms less favourable to us, our business activities may be
disrupted.
At present, we do not own the premises of almost all of our branch offices. All such non-owned properties are leased or
licensed to us. If the owners of these properties do not renew the agreements under which we occupy the premises or
only agree to renew such agreements on terms and conditions that are unacceptable to us, of if the owners of such premises
withdraw their consent to our occupancy, our operations may be disrupted. We may be unable to locate suitable alternative
facilities on favourable terms, or at all, and this may have a material adverse effect on our business, results of operations,
57. We rely on models for risk analysis to guide our managerial decisions and any misspecification, deficiencies or
inaccuracies in the models and data may impact our decision-making and operations.
As part of our ordinary decision making process, we rely on various models for risk and data analysis. These models include
credit scoring models used for approving retail loans. These models are based on historical data and supplemented with
managerial input and comments. There are no assurances that these models and the data they analyse are accurate or adequate
to guide our strategic and operational decisions and protect us from risks. Any misspecification, deficiencies or inaccuracies
in the models or the data might have a material adverse effect on our business, results of operations, cash flows and financial
condition.
58. We could be subject to claims by our customers and/or regulators for alleged mis-selling of our products.
We carry on insurance business through ETLI and EGICL. These products are sold through their intermediaries, including
individual agents or personal financial advisors, corporate agents, brokers and bancassurance partners, as well as certain
of our employees. Intermediaries aid the customer in choosing the correct product by advising on appropriate benefits
and affordable premiums, disclosing product features and advising on whether to continue with a particular product or
switch products.
We also sell investment products through our investment advisory unit and wealth management units. Our investment
advisory unit introduces and advises our customers as to the different types of products available for their investments
and aids the customers in choosing appropriate products, which suits their risk profile. Our liability management
operations and certain Subsidiaries also deal with foreign currency and derivative products and offer them to customers.
Under certain circumstances, customers may claim that our sales process is inadequate or that there was misconduct on
the part of our employees or intermediaries at the time of signing of the policy contract or during the course of customer
service. Such misconduct could include activities such as making non-compliant or fraudulent promises of high returns on
investments and recommending inappropriate products and fund management strategies. We may be subject to claims by
customers for such alleged instances of mis-selling. In some instances, we may also have paid a commission to the
intermediary prior to a claim of mis-selling by our customers, and if we have to refund the customer but are unable to
recover such commission, we might face significant losses. In addition, regulators may attribute the mis-selling activities
of intermediaries to us and impose penalties on us for non-compliance with relevant laws and regulations.
It is also possible that a third party aggregates a number of individual complaints against us with the intention of obtaining
increased negotiating power. This could result in significant financial losses to us as well as loss of our reputation. Further,
persons may also misrepresent themselves as agents of us to defraud customers and such aggrieved customers, have filed
and, in the future, may file complaints against us.
Cases of mis-selling, or recurring cases of mis-selling, which are sub-judice or initiated against us, could result in
substantial claims and fines. We establish reserves for legal claims when payments associated with claims become
probable and the costs can be reasonably estimated. We may still incur legal costs for a matter even if we have not
established a reserve. In addition, the actual cost of resolving a suit, proceeding or a legal claim may be substantially
higher than any amounts reserved for that matter. The final outcome of any pending or future legal proceeding, depending
on the remedy sought and granted, could materially adversely affect our results of operations, cash flows and financial
condition. For more details see “Outstanding Litigations” on page 180.
45
59. We rely on third-party service providers who may not perform their obligations satisfactorily or in compliance
with law.
We enter into outsourcing arrangements with third party vendors for a number of our businesses and for services required
by us. These vendors provide services, which include, among others, software services, client sourcing, and call centre
services. Though adequate due diligence is conducted before finalising such outsourcing arrangements, we cannot
guarantee that there will be no disruptions in the provision of such services or that these third parties will comply with
regulatory requirements or adhere to their contractual obligations in a timely manner, or at all. If there is a disruption in
the third-party services, despite having continuity plans in place as required by the regulators or if the third-party service
providers discontinue their service agreement with us, our business, results of operations, cash flows and financial
condition will be adversely affected. In case of any dispute, we cannot assure you that the terms of such agreements will
not be breached, which may result in litigation costs. Such additional cost, in addition to the cost of entering into
agreements with third parties in the same industry, may materially and adversely affect our business, results of operations,
cash flows and financial condition. We may also suffer from reputational and legal risks if our third-party service
providers fail to operate in compliance with regulations or corporate and societal standards, act unethically or unlawfully,
which could materially and adversely affect our business, results of operations, cash flows and financial condition.
60. Our results of operations could be adversely affected by any disputes with employees.
As of June 30, 2022, we employed 5,833 full-time employees on a consolidated basis excluding EWM employees. While
we believe that we maintain good relationships with our employees, there can be no assurance that we will not experience
future disruptions to our operations due to disputes or other problems with our work force, which may adversely affect
our business, results of operations, cash flows and financial condition.
61. Our liability or liquidity management operations income, debt investment portfolio and derivatives portfolio are
exposed to risks relating to mark-to-market valuation, illiquidity, credit risk and income volatility.
We have debt investment portfolio (consists of government securities, treasury bills and other Debt Securities) as a part
of our liability or liquidity management operations. We run value-at-risk tests to manage risks in our investments, but
in the event interest rates rise, our portfolio will be exposed to the adverse impact of the mark-to-market valuation of
such bonds. Any rise in interest rates leading to a fall in the market value of such debentures or bonds may materially
and adversely affect our business, results of operations, cash flows and financial condition. We face income volatility
due to the illiquid market for the disposal of some of debt investment portfolio.
Our income from liability or liquidity management operations is subject to volatility due to, among other things, changes
in interest rates and foreign currency exchange rates as well as fluctuations in equities and derivatives markets. For
example, an increase in interest rates may have a negative impact on the value of certain investments such as
Government securities and corporate bonds and may require us to mark down the value of these investments on our
balance sheet and recognise a loss on our income statement. Similarly, our derivative portfolio is subject to fluctuations
in interest rates and foreign exchange rates, and any movement in those rates may require us to mark down the value of
our derivatives portfolio. While we invest in corporate debt instruments as part of our normal business, we are exposed
to risk of the issuer defaulting on its obligations. Changes in corporate bond spreads also affect valuations and expose
us to risk of valuation losses. Although we have risk and operational controls and procedures in place for our liability
or liquidity management operations, such as sensitivity limits, value at risk (“VaR”) limits, position limits, stop loss
limits and exposure limits, that are designed to mitigate the extent of such losses, there can be no assurance that we will
not lose money in the course of trading on our fixed income book in held for trading and available-for-sale portfolio.
Any such losses could materially and adversely affect our business, results of operations, cash flows and financial
condition.
62. Regulatory restrictions may prevent certain subsidiaries from making payments to our Company, including
dividend payments.
Regulatory, tax restrictions and other legal restrictions may limit our subsidiaries’ ability to transfer funds freely to our
Company. In particular, many of our subsidiaries, including our subsidiaries that are NBFCs or HFCs, are subject to laws
and regulations that may limit the flow of funds from them to our Company, or that restrict or prohibit such transfers or
dividends altogether in certain circumstances. These laws and regulations may hinder our Company’s ability to access
funds that our Company may need to make payments on its obligations or to pay dividends.
46
63. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows,
working capital requirements and capital expenditures.
The amount of future dividend payments by our Company, if any, will depend upon a number of factors, including but
not limited to our future earnings, financial condition, cash flows, working capital requirements, contractual obligations,
applicable Indian legal restrictions and capital expenditures. In addition, our ability to pay dividends may be impacted by
a number of factors, including restrictive covenants under the loan or financing agreements our Company may enter into
to finance our fund requirements for our business activities. There can be no assurance that we will be able to pay
dividends in the future. We may decide to retain all of our earnings to finance the development and expansion of our
business and, therefore, may not declare dividends on our Equity Shares. Additionally, in the future, we may be restricted
by the terms of our financing agreements in making dividend payments unless otherwise agreed with our lenders.
64. A rise in the general income level of our customers may adversely affect the demand for our loans.
The size of our loans portfolios is dependent upon the demand for loans in India, which is inversely related to the general
income level of our customers. A rise in the general income level in India could make our loans unattractive to some
customers due to their having increased disposable income, making them less reliant on loans. Such a shift in income
levels could lower our interest income, which could in turn adversely affect our business, financial condition, cash flows
and results of operations.
65. Our financial performance may be materially and adversely affected if we are unable to respond promptly and
effectively to new technology innovations.
Currently, technology innovations in mobilisation and digitisation of financial services require companies like ours to
continuously develop new and simplified models for offering financial products and services. Disruptive technology
and new models of financial services that utilise such technology, such as micro-financing and peer-to-peer lending,
might also materially and adversely affect our financial performance.
Such technologies could increase competitive pressures on us, to adapt to new operating models and upgrade back-end
infrastructure on an ongoing basis. There is no assurance that we will be able to continue to respond promptly and
effectively to new technology developments, be in a position to dedicate resources to upgrade our systems and to
compete with new players entering the market. As such, the new technology innovations may result in a material adverse
effect on our business, results of operations, cash flows and financial condition.
66. The rise of digital platforms and payment solutions may adversely impact our fees, and there may be
disintermediation in the loan or other financial services market by fintech companies.
Disruption from digital platforms could have an adverse effect on the fees that we have traditionally received on many
of our financial services. We also face threat to our loan market and other financial services market from newer business
models, such as Buy Now & Pay Later (“BNPL”), that leverage technology to bring together savers and borrowers or
cater to prospective borrowers in newer ways. We may not be competitive in facing up to the challenges from such
newer entrants. This may, accordingly, have an adverse impact on our business and growth strategy.
67. We may breach third-party intellectual property rights.
We may be subject to claims by third parties, both inside and outside India, if we breach their intellectual property rights
by using slogans, names, designs, software or other such rights that are of a similar nature to the intellectual property
these third parties may have registered or are using. We might also be in breach of such third-party intellectual property
rights due to accidental or purposeful actions by our employees where we may also be subjected to claims by such third
parties.
Any legal proceedings that result in a finding that we have breached third parties’ intellectual property rights, or any
settlements concerning such claims, may require us to provide financial compensation to such third parties or stop using
the relevant intellectual property (including by way of temporary or permanent injunction) or make changes to our
marketing strategies or to the brand names of our products, any of which may have a material adverse effect on our
business, prospects, reputation, results of operations, cash flows and financial condition.
47
68. This Tranche II Prospectus includes certain unaudited financial information, which has been subjected to limited
review, in relation to our Company. Reliance on such information should, accordingly, be limited.
This Tranche II Prospectus includes unaudited financial information in relation to our Company for the three months
ended June 30, 2022 in respect of which the Auditors have issued their limited review report dated August 4, 2022. The
Q1 2023 Unaudited Financial Results prepared by our Company in accordance with Regulation 33 and 52(2) of the SEBI
LODR Regulations have been subject only to a limited review and as described in Standard on Review Engagements
(SRE) 2410, “Review of Interim Financial Information” Performed by the Independent Auditor of the Entity” issued by
the ICAI, and not to an audit, any reliance by prospective investors on such Q1 2023 Unaudited Financial Results for the
three months ended June 30, 2022 should, accordingly, be limited. Additionally, in accordance with applicable law, our
Company is required to publish its half yearly financial information with the stock exchanges.
Any financial results published in the future may not be consistent with past performance. Accordingly, prospective
investors should rely on their independent examination of our financial position and results of operations, and should not
place undue reliance on, or base their investment decision solely on the financial information included in this Tranche II
Prospectus.
External Risk Factors
1. We face risks related to public health epidemics and pandemics in India and abroad.
Our business could be materially and adversely affected by the outbreak of public health epidemics, or the fear of such
an outbreak, in India or elsewhere. A number of countries in Asia, including India, as well as countries in other parts of
the world, are susceptible to contagious diseases and have confirmed cases of diseases including the highly pathogenic
ones such as H7N9, H5N1 and H1N1 strains of influenza in birds and swines and more recently, the COVID-19 virus,
and monkey pox virus. Certain countries in Southeast Asia have reported cases of bird-to-human transmission of avian
and swine influenza, resulting in numerous human deaths. The COVID-19 outbreak across the world has affected the
world economy including India. However, in recent times the industry is showing signs of revival signaling a slow but
steady return of growth of economy.
The Indian economy was impacted by this pandemic and the resultant lockdown, due to the contraction in industrial and
services output across small and large businesses. The impact of the COVID-19 pandemic, on Company's results,
including credit quality and provisions, gain/loss on fair value changes, investment, remains uncertain and dependent on
actual visibility of growth over coming quarters and steps taken by the government, RBI and other regulators to mitigate
the economic impact and foster speedier growth.
The rapid shift to a remote working environment creates inherent productivity, connectivity, and oversight challenges.
For example, governmental lockdowns, restrictions or new regulations could significantly impact the ability of our
employees to work productively. Governmental restrictions are being continuously revised and it is not clear when a
return to worksite locations or travel will be completely permitted or what restrictions will be in place in those
environments. The extent and/or duration of workforce restrictions and limitations could impact our ability to successfully
introduce and grow our new products and services, and cause delays in transactions, proceeds of which were to be applied
for repayment of loans. Further, such restrictions have impacted and are likely to continue to impact our ability to formally
execute and register (where required) certain agreements in connection with our operations, including the renewal of
lease agreements with respect to our branch offices. Additionally, the process of obtaining and/or renewing necessary
registrations, approvals, licenses and permits from statutory/ regulatory authorities is also likely to be impacted by such
restrictions. Further, such restrictions are likely to impact the ability of our customers to avail our products and services.
In addition, the changed environment under which we are operating is likely to have an impact on our internal controls
over financial reporting as well as our ability to meet a number of our compliance and reporting requirements in a timely
or quality manner and may give rise to risks that we may not have anticipated, including an increase in cyber-security
risks with a large proportion of our employees working from home.
As of the date of this Tranche II Prospectus, there is significant uncertainty relating to the severity of the near and long
term adverse impact of the COVID-19 pandemic on the global economy, global financial markets and the Indian
economy, and we are unable to accurately predict the near-term or long-term impact of the COVID-19 pandemic on our
business. Our Company has assessed the impact of the COVID-19 pandemic on its liquidity and ability to repay its
obligations as and when they are due. Management has considered various financial support from banks and other
fundraising opportunities in determining the Company’s liquidity position over the next 12 months. Based on the
foregoing and necessary stress tests considering various scenarios, management believes that the Company will be able
to pay its obligations as and when these become due in the foreseeable future. In assessing the recoverability of loans,
48
receivables, deferred tax assets, intangible assets (including goodwill), investments and in case of life insurance business,
estimate of claims, the Company has considered internal and external sources of information, including credit reports,
economic forecasts and industry reports. Since the situation continue to evolve, its effect on the operations of the
Company may be different from that estimated. To the extent that the COVID-19 pandemic adversely affects our business
and operations, it may also have the effect of heightening many of the other risks described in this section.
2. Our results of operations have been, and may continue to be, adversely affected by Indian and international
financial market and economic conditions.
Our business is highly dependent on Indian and international markets and economic conditions. Such conditions in India
include fluctuations in interest rates; changes in consumer spending; the level of consumer confidence; housing prices;
corporate or other scandals that reduce confidence in the financial markets, among others. International markets and
economic conditions include the liquidity of global financial markets, the level and volatility of debt and equity prices
and interest rates, investor sentiment, inflation, the availability and cost of capital and credit, and the degree to which
international economies are expanding or experiencing recessionary pressures. The independent and/or collective
fluctuation of these conditions can directly and indirectly affect demand for our lending finance and other financial
products or increase the cost to provide such products. In addition, adverse economic conditions, such as declines in
housing values, could lead to an increase in mortgage and other home loan delinquencies and higher write offs, which
can adversely affect our earnings.
Global financial markets were and continue to be extremely volatile and were materially and adversely affected by a
significant lack of liquidity, decreased confidence in the financial sector, disruptions in the credit markets, reduced
business activity, rising unemployment, declining home prices and erosion of consumer confidence. These factors have
contributed to and may continue to adversely affect our business, results of operations, cash flows and financial condition.
3. Financial difficulties and other problems in certain financial institutions in India could cause our business to
suffer and adversely affect our results of operations.
We are exposed to the risks of the Indian financial system, which in turn may be affected by financial difficulties and
other problems faced by certain Indian financial institutions. Certain Indian financial institutions have experienced
difficulties during recent years. Some co-operative banks (which tend to operate in rural sector) have also faced serious
financial and liquidity crises. There has been a trend towards consolidation with weaker banks and NBFCs being merged
with stronger entities. The problems faced by individual Indian financial institutions and any instability in or difficulties
faced by the Indian financial system generally could create adverse market perception about Indian financial institutions,
banks and NBFCs. This in turn could adversely affect our business, our future financial performance, our shareholders’
funds and the market price of our NCDs.
4. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely
affect the financial markets and our business.
Terrorist attacks and other acts of violence or war may negatively affect our business and may also adversely affect the
worldwide financial markets. These acts may also result in a loss of business confidence. In addition, any deterioration
in relations between India and its neighboring countries might result in investor concern about stability in the region,
which could adversely affect our business.
India has also witnessed civil disturbances in recent years, and it is possible that future civil unrest as well as other adverse
social, economic and political events in India could have a negative impact on us. Such incidents could also create a
greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact
on our business and the market price of our NCDs.
5. Natural calamities could have a negative impact on the Indian economy, particularly the agriculture sector, and
cause our business to suffer.
India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The
extent and severity of these natural disasters determines their impact on the Indian economy. The erratic progress of the
monsoon over the course of past few years affected sowing operations for certain crops. Further, prolonged spells of
below normal rainfall or other natural calamities could have a negative impact on the Indian economy thereby, adversely
affecting our business.
49
6. Any downgrading of India’s credit rating or outlook by an international rating agency could have a negative
impact on our business.
Any adverse revisions to India’s credit ratings or outlook for domestic and international debt by international rating
agencies may adversely impact our ability to raise additional financing, the interest rates and other commercial terms at
which such additional financing is available. This could have a material adverse effect on our business and financial
performance, our ability to raise financing for onward lending and the price of our NCDs.
7. Instability of economic policies and the political situation in India could adversely affect the fortunes of the
industry.
There is no assurance that the liberalization policies of the Government will continue in the future. Protests against
privatization could slow down the pace of liberalization and deregulation. The Government of India plays an important
role by regulating the policies and regulations that govern the private sector. The current economic policies of the
Government may change at a later date. The pace of economic liberalization could change and specific laws and policies
affecting the industry and other policies affecting investments in our Company’s business could change as well. A
significant change in India’s economic liberalization and deregulation policies could disrupt business and economic
conditions in India and thereby affect our Company’s business.
Unstable domestic as well as international political environment could impact the economic performance in the short
term as well as the long term. The Government of India has pursued the economic liberalization policies including
relaxing restrictions on the private sector over the past several years. The present Government has also announced polices
and taken initiatives that support continued economic liberalization.
The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the
Indian economy. Our Company’s business may be affected not only by changes in interest rates, changes in Government
policy, taxation, social and civil unrest but also by other political, economic or other developments in or affecting India.
8. Companies operating in India are subject to a variety of central and state government taxes and surcharges.
Tax and other levies including stamp duty imposed by the central and state governments in India that affect our tax
liability include central and state taxes and other levies, income tax, goods and service tax, stamp duty and other special
taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central
and state tax scheme in India is extensive and subject to change from time to time. The statutory corporate income tax in
India (as applicable to us), which includes a surcharge on the tax and a health and education cess on the tax and the
surcharge.
The central or state government may in the future increase the corporate income tax or surcharge/cess it imposes. Any
such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result
in significant additional taxes becoming payable. Additional tax exposure could adversely affect our business and results
of operations and profitability.
9. Financial instability in other countries could disrupt our business.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries.
Although economic conditions are different in each country, investors’ reactions to developments in one country can
have adverse effects on the economy as a whole, in other countries, including India. A loss of investor confidence in the
financial systems of other emerging markets may cause volatility in Indian financial markets and indirectly, in the Indian
economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy,
including the movement of exchange rates and interest rates in India.
In the event that the current difficult conditions in the global credit markets continue or if the recovery is slower than
expected or if there any significant financial disruption, this could have an adverse effect on our cost of funding, loan
portfolio, business, prospects, results of operations, cash flows and financial condition.
10. Trading of the NCDs may be limited by temporary exchange closures, broker defaults, settlement delays, strikes
by brokerage firm employees and disputes.
The Indian stock exchanges have experienced temporary exchange closures, broker defaults, settlement delays and strikes
by brokerage firm employees. In addition, the governing bodies of the Indian stock exchanges have from time to time
50
imposed restrictions on trading in certain securities, limitations on price movements and margin requirements.
Furthermore, from time to time, disputes have occurred between listed companies and stock exchanges and other
regulatory bodies, which in some cases may have had a negative effect on market sentiment
Risks relating to the Issue and NCDs.
1. The NCD Holders may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts
and/or the interest accrued thereon in connection with the NCDs. Failure or delay to recover the expected value
from a sale or disposition of the assets charged as security in connection with the NCDs could expose the holders
to a potential loss.
Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in connection
therewith would be subject to various factors, inter alia, including our financial condition, profitability and the general
economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay
the principal amount outstanding from time to time on the NCDs and/or the interest accrued thereon in a timely manner
or at all. Although our Company will create appropriate security in favour of the Debenture Trustee for the NCD Holders
on the assets adequate to ensure 100% security cover for the NCDs and the interest thereon, the realisable value of the
assets charged as security, when liquidated, may be lower than the outstanding principal and/or interest accrued thereon
in connection with the NCDs and the possibility of recovery of 100% of the amount shall depend on the market scenario
prevalent at the time of enforcement of the security. A failure or delay recovering the expected value from a sale or
disposition of the assets charged as security in connection with the NCDs could expose you to a potential loss.
2. You may be subject to taxes arising on the sale of the NCDs.

Sale of NCDs by any holder may give rise to tax liability, as discussed in section entitled “Statement of Possible Tax
Benefits” on page 74.
3. The Issuer, being a listed company is not required to maintain a debenture redemption reserve (“DRR”).
Our Equity Shares are listed on BSE Limited and National Stock Exchange of India Limited. Pursuant to a Ministry of
Corporate Affairs notification dated August 16, 2019 amending Section 71 of the Companies Act, 2013 and Rule 18 (7)
of the Companies (Share Capital and Debentures) Rules, 2014, a listed company is not required to maintain DRR for
debentures issued through a public issue. Hence, investors shall not have the benefit of reserve funds to cover the re-
payment of the principal and interest on the NCDs.
4. There may be no active market for the NCDs on the platform of the Stock Exchange. As a result, the liquidity and
market prices of the NCDs may fail to develop and may accordingly be adversely affected.
There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails to
develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market price of the
NCDs may depend on various factors, inter alia, including (i) the interest rate on similar securities available in the market
and the general interest rate scenario in the country, (ii) the market price of our Equity Shares, (iii) the market for listed
debt securities, (iv) general economic conditions, and (v) our financial performance, growth prospects and results of
operations etc. The aforementioned factors may adversely affect the liquidity and market price of the NCDs, which may
trade at a discount to the price at which you purchase the NCDs and/or be relatively illiquid.
5. There may be a delay in making refund to Applicants.

We cannot assure you that the monies refundable to you, on account of (i) withdrawal of your Applications, (ii) our
failure to receive minimum prescribed subscription in connection with the Issue, (iii) withdrawal of the Issue, or (iv)
failure to obtain the final approval from the Stock Exchange for listing of the NCDs, will be refunded to you in a timely
manner. We, however, shall refund such monies, with the interest due and payable thereon as prescribed under applicable
statutory and/or regulatory provisions.
51
6. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts
due on the NCDs.
The NCDs will be subordinated to certain liabilities preferred by law such as the claims of the Government on account
of taxes, and certain liabilities incurred in the ordinary course of our business. In particular, in the event of bankruptcy,
liquidation or winding-up, our Company’s assets will be available to pay obligations on the NCDs only after all of those
liabilities that rank senior to these NCDs have been paid in accordance with the Companies Act, 2013. In the event of
bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts due on the NCDs.
7. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank
or financial institution.
We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for the purpose of
repayment /prepayment of interest and principal of existing borrowings of our Company and general corporate purposes.
For further details, see the section “Issue Related Information” on page 229. The fund requirement and deployment is
based on internal management estimates and has not been appraised by any bank or financial institution. The management
will have significant flexibility in applying the proceeds received by us from the Issue. The utilization details of the
proceeds of the Tranche II Issue shall be adequately disclosed as per applicable law. Further, as per the provisions of the
SEBI NCS Regulations, we are not required to appoint a monitoring agency and therefore no monitoring agency has been
appointed for the Issue.
8. There is no assurance that the NCDs issued pursuant to the Tranche II Issue will be listed on Stock Exchange in
a timely manner, or at all.
In accordance with Indian law and practice, permissions for listing and trading of the NCDs issued pursuant to the Tranche
II Issue will not be granted until after the NCDs have been issued and allotted. Approval for listing and trading will
require all relevant documents to be submitted and carrying out of necessary procedures with the Stock Exchange. There
could be a failure or delay in listing the NCDs on the Stock Exchange for reasons unforeseen. If permission to deal in
and for an official quotation of the NCDs is not granted by the Stock Exchange, our Company will forthwith repay, with
interest, all monies received from the Applicants in accordance with prevailing law in this context, and pursuant to this
Tranche II Prospectus. There is no assurance that the NCDs issued pursuant to the Tranche II Issue will be listed on Stock
Exchange in a timely manner, or at all.
52
SECTION III – INTRODUCTION
GENERAL INFORMATION
Our Company was incorporated in Mumbai as ‘Edelweiss Capital Limited’ on November 21, 1995 under the Companies
Act, 1956 pursuant to a certificate of incorporation issued by the RoC. Thereafter, our Company was issued a certificate
of commencement of business by the RoC, on January 16, 1996. Subsequently, the name of our Company was changed
to ‘Edelweiss Financial Services Limited’ pursuant to a fresh certificate of incorporation issued by the RoC on August 1,
2011. The registered office of our Company is situated at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098,
Maharashtra, India and our CIN is L99999MH1995PLC094641.
For details of the business of our Company, see “Our Business” beginning on page 119.
Registration:
CIN: L99999MH1995PLC094641
LEI: 335800GA1YN8NAGS8V55
Permanent Account Number: AAACE1461E
Registered Office:
Edelweiss Financial Services Limited

Edelweiss House, Off C.S.T. Road,
Kalina, Mumbai 400 098,
Maharashtra, India
Tel: +91 22 4009 4400
Fax: +91 22 4086 3610
Website: www.edelweissfin.com
Email: [email protected]
For further details regarding changes to our Registered Office, see “History and Main Objects” beginning on page 143.
Registrar of Companies, Maharashtra at Mumbai

100, Everest House
Marine Lines, Mumbai 400 002
Maharashtra, India
Chief Financial Officer:
Ms. Ananya Suneja

Edelweiss House, Off C.S.T. Road,
Kalina, Mumbai 400 098,
Maharashtra, India
Tel: +91 22 4009 4400
Fax: +91 22 4086 3610
Company Secretary and Compliance Officer:
Mr. Tarun Khurana

Company Secretary and Compliance Officer
Edelweiss House, Off C.S.T. Road
Kalina, Mumbai 400 098
Maharashtra, India
Tel: +91 22 4009 4400
Fax: +91 22 4086 3610
53
Investors may contact the Registrar to the Tranche II Issue or our Company Secretary and Compliance Officer in case of
any pre-Issue or post-Issue related issues such as non-receipt of Allotment Advice, demat credit of allotted NCDs,
refunds, non-receipt of debentures certificates (in case of NCDs which have been re-materialised), transfers, etc. as the
case may be.
All grievances relating to this Tranche II Issue may be addressed to the Registrar to the Issue, giving full details such as name,
Application Form number, address of the Applicant, Permanent Account Number, number of NCDs applied for, Series of NCDs
applied for, amount paid on application, Depository Participant name and client identification number, and the collection centre
of the Members of the Syndicate where the Application was submitted and ASBA Account number (for Bidders other than Retail
Individual Investors bidding through the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or
UPI ID in case of Retail Individual Investors bidding through the UPI mechanism. Further, the Bidder shall enclose the
Acknowledgement Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the
documents/information mentioned hereinabove.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a) the relevant
Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned
Member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an
ASBA Applicant at any of the Syndicate ASBA Centres, giving full details such as name, address of Applicant, Application Form
number, series applied for, number of NCDs applied for, amount blocked on Application.
All grievances related to the UPI process may be addressed to the Stock Exchange, which shall be responsible for
addressing investor grievances arising from applications submitted online through the App based/ web interface platform
of stock exchange or through their Trading Members. The intermediaries shall be responsible for addressing any investor
grievances arising from the applications uploaded by them in respect of quantity, price or any other data entry or other
errors made by them.
All grievances arising out of Applications for the NCDs made through the Online Stock Exchange Mechanism or through
Trading Members of the Stock Exchange may be addressed directly to the relevant Stock Exchange.
Lead Manager
Equirus Capital Private Limited

12th Floor, C Wing, Marathon Futurex
N.M. Joshi Marg, Lower Parel
Mumbai 400 013
Tel: +91 (22) 4332 0736
Fax: +91 (22) 4332 0750
Investor Grievance Email: [email protected]
Website: www.equirus.com
Contact person: Malay Shah
Compliance Officer: Parth Pankhaniya
SEBI Registration Number: INM000011286
CIN: U65910MH2007PTC172599
Debenture Trustee
Beacon Trusteeship Limited

4 C&D, Siddhivinayak Chambers, Gandhi Nagar, Opp. MIG Cricket Club, Bandra (East), Mumbai 400 051
Tel: +91 22 2655 8759
Website: www.beacontrustee.co.in
Contact Person: Kaustubh Kulkarni
SEBI Registration No: IND000000569
CIN: U74999MH2015PLC271288
54
Beacon Trusteeship Limited has, pursuant to regulation 8 of SEBI NCS Regulations, by its letter dated November 15,
2021 given its consent for its appointment as Debenture Trustee. A copy of letter from Beacon Trusteeship Limited
conveying their consent to act as trustees for the Debenture holders is annexed as Annexure C to this Tranche II
Prospectus.
All the rights and remedies of the Debenture Holders under this Tranche II Issue shall vest in and shall be exercised by
the appointed Debenture Trustee for this Tranche II Issue without having it referred to the Debenture Holders. All
investors under this Tranche II Issue are deemed to have irrevocably given their authority and consent to the Debenture
Trustee so appointed by our Company for this Tranche II Issue to act as their trustee and for doing such acts and signing
such documents to carry out their duty in such capacity. Any payment by our Company to the Debenture
Holders/Debenture Trustee, as the case maybe, shall, from the time of making such payment, completely and irrevocably
discharge our Company from any liability to the Debenture Holders to that extent. For details on the terms of the
Debenture Trust Deed, please see “Issue Related Information” on page 229.
For details on the terms of the Debenture Trust Deed see, “Issue Related Information” beginning on page 229.
Lead Brokers to the Tranche II Issue
Edelweiss Broking Limited

2nd Floor, Office No. 201-203,
Zodiac Plaza, Xavier College Road,
Off C G Road, Ahmedabad 380 009
Tel: +91 22 4009 4400
Email: [email protected] /
prakash.boricha@ edelweissfin.in
Website: www. Edelweissfin.com
Contact Person: Amit Dalvi / Prakash Boricha
CIN: U65100GJ2008PLC077462
Equirus Securities Private Limited

Marathon Futurex, 21st Floor, A Wing,
N.M. Joshi Marg,
Lower Parel, Mumbai 400 013
Tel.: + 91 22 4332 0600
Fax: + 91 22 4332 0601
Investor Grievance Email:
[email protected]
Website: www.equirus.com
Contact Person: Mahek Gandhi
CIN: U65993MH2007PTC176044
Public Issue Account Bank, Sponsor Bank and Refund Bank to the Tranche II Issue
ICICI Bank Limited

Capital Market Division, 5th Floor,
163, HT Parekh Marg,
Backbay Reclamation, Churchgate,
Mumbai 400 020
Tel: +91 22 6805 2185
Fax: +91 22 2261 1138
Website: www.icicibank.com
Contact Person: Amandeep Arora
SEBI Registration Number: INBI00000004
CIN: L65190GJ1994PLC021012
55
Registrar to the Issue
KFIN Technologies Limited

Selenium Tower B,
Plot 31-32, Gachibowli,
Financial District, Nanakramguda,
Serilingampally, Hyderabad - 500 032, Telangana
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
CIN: U72400TG2017PTC117649
KFIN Technologies Limited, has by its letter dated September 5, 2022, given its consent for its appointment as Registrar
to the Tranche II Issue and for its name to be included in this Tranche II Prospectus, and in all the subsequent periodical
communications sent to the holders of the Debentures issued pursuant to this Tranche II Issue.
Statutory Auditor
S. R. Batliboi & Co. LLP

29 Senapati Bapat Marg
Dadar (West), Mumbai 400 028
Maharashtra, India
Tel: + 91 22 6819 8000
Firm Registration Number: 301003E/E300005
Contact Person: Shrawan Jalan
S. R. Batliboi & Co. LLP. has been the statutory auditor of our Company since July 26, 2018.
Credit Rating Agency
Acuité Ratings & Research Limited

708, Lodha Supremus,
Lodha iThink Techno Campus,
Kanjurmarg (East), Mumbai 400 042
Tel: + 91 22 4929 4000
Website: www.acuite.in
Contact Person: Chitra Mohan
SEBI Registration No: IN/CRA/006/2011
CIN: U74999MH2005PLC155683
CRISIL Ratings Limited

CRISIL House,
Central Avenue, Hiranandani Business Park,
Powai, Mumbai 400076
Tel: + 91 22 3342 3000
Website: www.crisil.com
Contact Person: Krishna Sitaraman
56
SEBI Registration No: IN/CRA/008/15
CIN: U67100MH2019PLC326247
Credit Rating and Rationale
The NCDs proposed to be issued under the Tranche II Issue have been rated “CRISIL AA-/Negative (pronounced as
CRISIL double A minus rating with Negative outlook)” for an amount of ₹ 10,000 million by CRISIL vide their rating
letter dated October 22, 2021 and revalidated vide letter dated November 16, 2021, further revalidated as on July 12,
2022 and further revalidated as on August 19, 2022 and “ACUITE AA-/ Negative (pronounced as ACUITE double A
minus)” for an amount of ₹19,000 million by Acuité vide their rating letter dated October 20, 2021 and revalidated vide
letter dated November 17, 2021 and further revalidated as on September 19, 2022. The ratings given by the Credit Rating
Agencies are valid as on the date of this Tranche II Prospectus and shall remain valid until the ratings are revised or
withdrawn. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision.
The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be
evaluated independently of any other rating. The rating agency has a right to suspend or withdraw the rating at any time
on the basis of factors such as new information. Please refer to Annexures A and B of this Tranche II Prospectus for the
rationale of the above ratings.
Disclaimer Statement of Acuité Ratings & Research Limited
An Acuité rating does not constitute an audit of the rated entity and should not be treated as a recommendation or opinion
that is intended to substitute for a financial adviser’s or investor’s independent assessment of whether to buy, sell or hold
any security. Acuité ratings are based on the data and information provided by the issuer and obtained from other reliable
sources. Although reasonable care has been taken to ensure that the data and information is true, Acuité, in particular,
makes no representation or warranty, expressed or implied with respect to the adequacy, accuracy or completeness of the
information relied upon. Acuité is not responsible for any errors or omissions and especially states that it has no financial
liability whatsoever for any direct, indirect or consequential loss of any kind arising from the use of its ratings. Acuité
ratings are subject to a process of surveillance which may lead to a revision in ratings as and when the circumstances so
warrant. Please visit our website (www.acuite.in) for the latest information on any instrument rated by Acuité.
Disclaimer clause of CRISIL
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.
Disclaimer Statement of CARE
The report is prepared by Care Advisory Research and Training Limited (“CART”). CART has taken utmost care to
ensure accuracy and objectivity while developing the report based on information available in cart’s proprietary database,
and other sources considered by cart as accurate and reliable including the information in public domain. The views and
opinions expressed herein do not constitute the opinion of cart to buy or invest in this industry, sector or companies
operating in this sector or industry and is also not a recommendation to enter into any transaction in this industry or sector
in any manner whatsoever.
The report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate assessments.
all forecasts in the report are based on assumptions considered to be reasonable by cart; however, the actual outcome may
be materially affected by changes in the industry and economic circumstances, which could be different from the
projections.
Nothing contained in the report is capable or intended to create any legally binding obligations on the sender or cart
which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. cart is also not
responsible for any errors in transmission and specifically states that it, or its directors, employees, parent company –
57
Care Ratings Ltd., or its directors, employees do not have any financial liabilities whatsoever to the subscribers/users of
the report. the subscriber/user assumes the entire risk of any use made of the report or data herein. this report is for the
information of the authorised recipient in India only and any reproduction of the report or part of it would require explicit
written prior approval of cart.
CART shall reveal the report to the extent necessary and called for by appropriate regulatory agencies, viz., SEBI, RBI,
government authorities, etc., if it is required to do so. By accepting a copy of the report, the recipient accepts the terms
of this disclaimer, which forms an integral part of the report.
Legal Counsel to the Issue
Khaitan & Co
One World Centre
13th& 10th Floor, Tower 1C,
Senapati Bapat Marg,
Mumbai 400 013
Maharashtra, India
Tel: +91 22 6636 5000
Impersonation
As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub-Section (1)
of Section 38 of the Companies Act, 2013, relating to punishment for fictitious applications. Section 38(1) of the
Companies Act, 2013 provides that:
“Any person who —
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹ 0.10
crore or 1.00% of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not
be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall
not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three
times of such amount. In case the fraud involves (i) an amount which is less than ₹ 0.10 crore or 1.00% of the turnover
of our Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an
imprisonment for a term extending up to five years or a fine of an amount extending up to ₹ 0.50 crore or with both.
Underwriting
The Issue is not underwritten.
Arrangers to the Issue
There are no arrangers to this Tranche II Issue.
Guarantor to the Issue
There are no guarantors to this Tranche II Issue.
58
Minimum subscription
In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities the minimum
subscription for public issue of debt securities shall be 75% of the Base Issue Size. If our Company does not receive the
minimum subscription of 75% of Base Issue Size, prior to the Tranche II Issue Closing Date the entire Application
Amount shall be unblocked in the relevant ASBA Account(s) of the Applicants within 6 Working Days from the Tranche
II Issue Closing Date or such time as may be specified by SEBI provided wherein, the Application Amount has been
transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be refunded
from the Refund Account to the relevant ASBA Accounts(s) of the Applicants within 6 Working Days from the Tranche
II Issue Closing Date, failing which our Company will become liable to refund the Application Amount along with
interest at the rate 15 (fifteen) percent per annum for the delayed period.
Under Section 39(3) of the Companies Act, 2013 and Rule 11(2) of the Companies (Prospectus and Allotment of
Securities) Rules, 2014 if the stated minimum subscription amount is not received within the specified period, the
application money received is to be credited only to the bank account from which the subscription was remitted. To the
extent possible, where the required information for making such refunds is available with our Company and/or Registrar,
refunds will be made to the account prescribed. However, where our Company and/or Registrar does not have the
necessary information for making such refunds, our Company and/or Registrar will follow the guidelines prescribed by
SEBI in this regard including in the SEBI Operational Circular.
Designated Intermediaries
Self-Certified Syndicate Bank
The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the website
of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 as updated from
time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms from the
Designated Intermediaries, refer to the above-mentioned link.
In relation to Bids submitted under the ASBA process to a member of the Syndicate, the list of branches of the SCSBs at
the Specified Locations named by the respective SCSBs to receive deposits of the ASBA Forms from the Members of
the Syndicate is available on the website of SEBI
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the
website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
Syndicate SCSB Branches
In relation to Applications submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified
Locations named by the respective SCSBs to receive deposits of Application Forms from the Members of the Syndicate
is available on the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and
updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more
information on such branches collecting Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes as updated from time to time or
any such other website as may be prescribed by SEBI from time to time.
Broker Centres/ Designated CDP Locations/ Designated RTA Locations
In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015, Applicants can submit the Application Forms with the Registered Brokers at the Broker
Centres, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations, respective lists of which,
including details such as address and telephone number, are available at the website of the Stock Exchange at
www.bseindia.com. The list of branches of the SCSBs at the Broker Centres, named by the respective SCSBs to receive
deposits of the Application Forms from the Registered Brokers will be available on the website of the SEBI
(www.sebi.gov.in) and updated from time to time.
CRTAs / CDPs
The list of the CRTAs and CDPs, eligible to accept Applications in this Tranche II Issue, including details such as postal
address, telephone number and email address, are provided on the website of BSE for CRTAs and CDPs, as updated from
59
time to time.
Utilisation of Issue proceeds
For details on utilisation of Issue proceeds see, “Terms of the Issue” beginning on page 236.
Tranche II Issue Program*
TRANCHE II ISSUE October 3, 2022

OPENS ON
TRANCHE II ISSUE October 17, 2022
CLOSES ON
PAY IN DATE Application Date. The entire Application Amount is payable on Application
DEEMED DATE OF The date on which the Board of Directors/or the Debenture Fund Raising Committee
ALLOTMENT approves the Allotment of the NCD General corporate purposes for this Tranche II Issue or
such date as may be determined by the Board of Directors/ or the Debenture Fund Raising
Committee to the Stock Exchange. The actual Allotment of NCDs may take place on a date
other than the Deemed Date of Allotment. All benefits relating to the NCDs including interest
on NCDs shall be available to the Debenture holders from the Deemed Date of Allotment.
*The Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during the
period indicated above, except that this Tranche II Issue may close on such earlier date or extended date as may be decided by the
Board of Directors of our Company or the Debenture Fund Raising Committee, subject to relevant approvals. In the event of an early
closure or extension of this Tranche II Issue, our Company shall ensure that notice of the same is provided to the prospective investors
through an advertisement in a daily national newspaper with wide circulation on or before such earlier or initial date of Tranche II
Issue closure. On the Tranche II Issue Closing Date, the Application Forms will be accepted only between 10 a.m. and 3 p.m. (Indian
Standard Time) and uploaded until 5 p.m. or such extended time as may be permitted by the Stock Exchange.
Applications Forms for this Tranche II Issue will be accepted only from 10:00 a.m. to 5:00 p.m.(Indian Standard Time) (“Bidding
Period”) or such extended time as may be permitted by the Stock Exchange, during the Tranche II Issue Period as mentioned above
on all days between Monday and Friday (both inclusive barring public holiday) (a) by the Designated Intermediaries at the Bidding
Centres, or (b) by the SCSBs directly at the Designated Branches of the SCSBs. On the Tranche II Issue Closing Date, Application
Forms will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended
time as may be permitted by the Stock Exchange. It is clarified that the Applications not uploaded on the Stock Exchange(s) Platform
would be rejected. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5 PM on one
Working Day after the Tranche II Issue Closing Date
Due to limitation of time available for uploading the Applications on the Tranche II Issue Closing Date, Applicants are advised to
submit their Application Forms one day prior to the Tranche II Issue Closing Date and, no later than 3.00 p.m. (Indian Standard Time)
on the Tranche II Issue Closing Date. Applicants are cautioned that in the event a large number of Applications are received on the
Tranche II Issue Closing Date, there may be some Applications which are not uploaded due to lack of sufficient time to upload. Such
Applications that cannot be uploaded will not be considered for allocation under this Tranche II Issue. Neither our Company, nor the
Lead Manager, nor any Member of the Syndicate, Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations
or the RTAs at the Designated RTA Locations or designated branches of SCSBs are liable for any failure in uploading the Applications
due to failure in any software/ hardware systems or otherwise. Please note that the Basis of Allotment under this Tranche II Issue will
be on date priority basis except on the day of oversubscription or thereafter, if any, where the Allotment will be proportionate.
60
CAPITAL STRUCTURE
Details of share capital
The share capital of our Company as on June 30, 2022 is set forth below:
Share Capital (in ₹)

AUTHORISED SHARE CAPITAL
12,300,00,000 Equity Shares of ₹ 1 each 1,230,000,000
4,000,000 Preference Shares of ₹ 5 each 20,000,000
Total Authorised Share Capital 1,250,000,000
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

94,31,01,215 Equity Shares of ₹ 1 each fully paid up 94,31,01,215
Note: Securities Premium account as of June 30, 2022 was ₹ 30,670.59 million.
Note: There will be no change in the capital structure and securities premium account due to the issue and allotment of
the NCDs.
Details of change in authorised share capital of our company as on June 30, 2022, for last three years:
There have been no changes in authorized share capital of our Company in the last three years preceding June 30, 2022.
Issue of Equity Shares for consideration other than cash
Our Company has not issued any Equity Shares in the three years prior to the date of this Tranche II Prospectus for
consideration other than cash.
Changes in the Equity Share capital of our Company in the three years preceding June 30, 2022:
Date of Nature of Number of Face Issue Consider Cumulative Cumulative Cumulative Equity
allotmen allotment Equity Shares value price per ation no. of Shares Equity Share Share Premium
t allotted (₹) Equity Capital (₹) (in ₹)
Share (₹)
July 16, Allotment 2,950 1 30.00 Cash 93,30,68,989 93,30,68,989 31,27,75,61,911.45
2019 pursuant to 3,850 30.45 93,30,72,839 93,30,72,839 31,27,76,75,293.95
ESOP scheme 2,150 34.60 93,30,74,989 93,30,74,989 31,27,77,47,533.95
2,500 55.10 93,30,77,489 93,30,77,489 31,27,78,82,783.95
1,18,375 57.10 93,31,95,864 93,31,95,864 31,28,45,23,621.45
47,500 59.05 93,32,43,364 93,32,43,364 31,28,72,80,996.45
18,750 65.15 93,32,62,114 93,32,62,114 31,28,84,83,808.95
10,000 189.85 93,32,72,114 93,32,72,114 31,29,03,72,308.95
August Allotment 55,000 1 30.00 Cash 93,33,27,114 93,33,27,114 31,29,19,67,308.95
21, 2019 pursuant to 37,550 30.45 93,33,64,664 93,33,64,664 31,29,30,73,156.45
ESOP scheme 9,875 34.60 93,33,74,539 93,33,74,539 31,29,34,04,956.45
10,000 37.30 93,33,84,539 93,33,84,539 31,29,37,67,956.45
45,125 57.10 93,34,29,664 93,34,29,664 31,29,62,99,468.95
27,625 59.05 93,34,57,289 93,34,57,289 31,29,79,03,100.20
9,500 65.15 93,34,66,789 93,34,66,789 31,29,85,12,525.20
18,250 70.05 93,34,85,039 93,34,85,039 31,29,97,72,687.70
Septemb Allotment 2,500 1 30.00 Cash 93,34,87,539 93,34,87,539 31,29,98,45,187.70
er 23, pursuant to 1,17,475 30.45 93,36,05,014 93,36,05,014 31,30,33,04,826.45
2019 ESOP scheme 2,500 30.60 93,36,07,514 93,36,07,514 31,30,33,78,826.45
64,950 34.60 93,36,72,464 93,36,72,464 31,30,55,61,146.45
15,000 37.30 93,36,87,464 93,36,87,464 31,30,61,05,646.45
72,875 57.10 93,37,60,339 93,37,60,339 31,31,01,93,933.95
24,375 59.05 93,37,84,714 93,37,84,714 31,31,16,08,902.70
8,000 65.15 93,37,92,714 93,37,92,714 31,31,21,22,102.70
October Allotment 3,900 1 30.45 Cash 93,37,96,614 93,37,96,614 31,31,22,36,957.70
16, 2019 pursuant to 15,000 30.60 93,38,11,614 93,38,11,614 31,31,26,80,957.70
ESOP scheme 1,475 34.60 93,38,13,089 93,38,13,089 31,31,27,30,517.70
61
Share (₹)
7,500 37.30 93,38,20,589 93,38,20,589 31,31,30,02,767.70
3,750 55.10 93,38,24,339 93,38,24,339 31,31,32,05,642.70
17,338 57.10 93,38,41,677 93,38,41,677 31,31,41,78,304.50
1,625 59.05 93,38,43,302 93,38,43,302 31,31,42,72,635.75
5,000 70.05 93,38,48,302 93,38,48,302 31,31,46,17,885.75
Novemb Allotment 19,500 1 30.00 Cash 93,38,67,802 93,38,67,802 31,31,51,83,385.75
er 19, pursuant to 32,500 30.45 93,39,00,302 93,39,00,302 31,31,61,40,510.75
2019 ESOP scheme 16,875 30.60 93,39,17,177 93,39,17,177 31,31,66,40,010.75
31,575 34.60 93,39,48,752 93,39,48,752 31,31,77,00,930.75
10,000 37.30 93,39,58,752 93,39,58,752 31,31,80,63,930.75
6,250 48.10 93,39,65,002 93,39,65,002 31,31,83,58,305.75
5,000 55.10 93,39,70,002 93,39,70,002 31,31,86,28,805.75
48,375 57.10 93,40,18,377 93,40,18,377 31,32,13,42,643.25
22,250 59.05 93,40,40,627 93,40,40,627 31,32,26,34,255.75
Decembe Allotment 25,000 1 30.00 Cash 93,40,65,627 93,40,65,627 31,32,33,59,255.75
r 17, pursuant to 44,925 30.45 93,41,10,552 93,41,10,552 31,32,46,82,297.00
2019 ESOP scheme 23,600 34.60 93,41,34,152 93,41,34,152 31,32,54,75,257.00
5,000 37.30 93,41,39,152 93,41,39,152 31,32,56,56,757.00
2,500 55.10 93,41,41,652 93,41,41,652 31,32,57,92,007.00
45,250 57.10 93,41,86,902 93,41,86,902 31,32,83,30,532.00
10,250 59.05 93,41,97,152 93,41,97,152 31,32,89,25,544.50
31,250 70.05 93,42,28,402 93,42,28,402 31,33,10,83,357.00
January Allotment 5,000 1 30.45 Cash 93,42,33,402 93,42,33,402 31,33,12,30,607.00
17, 2020 pursuant to 5,000 34.60 93,42,38,402 93,42,38,402 31,33,13,98,607.00
ESOP scheme 5,050 57.10 93,42,43,452 93,42,43,452 31,33,16,81,912.00
1,250 59.05 93,42,44,702 93,42,44,702 31,33,17,54,474.50
1,500 65.15 93,42,46,202 93,42,46,202 31,33,18,50,699.50
February Allotment 2,200 1 30.45 Cash 93,42,48,402 93,42,48,402 31,33,19,15,489.50
12, 2020 pursuant to 3,350 34.60 93,42,51,752 93,42,51,752 31,33,20,28,049.50
ESOP scheme 50,000 51.60 93,43,01,752 93,43,01,752 31,33,45,58,049.50
12,425 57.10 93,43,14,177 93,43,14,177 31,33,52,55,092.00
2,500 59.05 93,43,16,677 93,43,16,677 31,33,54,00,217.00
20,000 70.05 93,43,36,677 93,43,36,677 31,33,67,81,217.00
March Allotment 23,850 1 30.45 Cash 93,43,60,527 93,43,60,527 31,33,74,83,599.50
12, 2020 pursuant to 26,725 34.60 93,43,87,252 93,43,87,252 31,33,83,81,559.50
ESOP scheme 15,000 57.10 93,44,02,252 93,44,02,252 31,33,92,23,059.50
6,750 59.05 93,44,09,002 93,44,09,002 31,33,96,14,897.00
April 16, Allotment 45,000 1 27.35 Cash 93,44,54,002 93,44,54,002 31,34,08,00,647.00
2020 pursuant to 20,750 30.45 93,44,74,752 93,44,74,752 31,34,14,11,734.50
ESOP scheme 22,675 34.6 93,44,97,427 93,44,97,427 31,34,21,73,614.50
1,250 57.1 93,44,98,677 93,44,98,677 31,34,22,43,739.50
1,875 59.05 93,45,00,552 93,45,00,552 31,34,23,52,583.25
May 18, Allotment 16,175 1 30.45 Cash 93,45,16,727 93,45,16,727 31,34,28,28,937.00
2020 pursuant to 8,400 34.6 93,45,25,127 93,45,25,127 31,34,31,11,177.00
ESOP scheme 1,250 57.1 93,45,26,377 93,45,26,377 31,34,31,81,302.00
June 12, Allotment 21,000 1 30.45 Cash 93,45,47,377 93,45,47,377 31,34,37,99,752.00
2020 pursuant to 33,000 34.60 93,45,80,377 93,45,80,377 31,34,49,08,552.00
ESOP scheme
2020 pursuant to 2,800 34.60 93,45,86,627 93,45,86,627 31,34,51,04,234.50
ESOP scheme 10,000 37.30 93,45,96,627 93,45,96,627 31,34,54,67,234.50
125 59.05 93,45,96,752 93,45,96,752 31,34,54,74,490.75
August 58,750 1 30.00 Cash 93,46,55,502 93,46,55,502 31,34,71,78,240.75
20, 2020 37,250 30.45 93,46,92,752 93,46,92,752 31,34,82,75,253.25
62
allotmen allotmentEquity Shares value price per ation no. of Shares Equity Share Share Premium
Share (₹)
Allotment 41,100 34.60 93,47,33,852 93,47,33,852 31,34,96,56,213.25
pursuant to 12,500 57.10 93,47,46,352 93,47,46,352 31,35,03,57,463.25
ESOP scheme 625 59.05 93,47,46,977 93,47,46,977 31,35,03,93,744.50
er 16, pursuant to 79,175 30.45 93,48,72,027 93,48,72,027 31,35,40,55,823.25
2020 ESOP scheme 17,000 34.60 93,48,89,027 93,48,89,027 31,35,46,27,023.25
25,250 57.10 93,49,14,277 93,49,14,277 31,35,60,43,548.25
12,250 59.05 93,49,26,527 93,49,26,527 31,35,67,54,660.75
October Allotment 16,575 1 30.45 Cash 93,49,43,102 93,49,43,102 31,35,72,42,794.50
19, 2020 pursuant to 25,675 34.60 93,49,68,777 93,49,68,777 31,35,81,05,474.50
ESOP scheme 20,000 55.10 93,49,88,777 93,49,88,777 31,35,91,87,474.50
2,750 59.05 93,49,91,527 93,49,91,527 31,35,93,47,112.00
625 170.60 93,49,92,152 93,49,92,152 31,35,94,53,112.00
Novemb Allotment 2,500 1 57.10 Cash 93,49,94,652 93,49,94,652 31,35,95,93,362.00
er 5, pursuant to
2020 ESOP scheme

12, 2021 pursuant to 3,025 30.45 93,50,47,677 93,50,47,677 31,36,11,32,448.00
ESOP scheme 4,475 34.60 93,50,52,152 93,50,52,152 31,36,12,82,808.00
1,375 57.10 93,50,53,527 93,50,53,527 31,36,13,59,946.00
22, 2021 pursuant to 2,250 34.60 93,50,58,527 93,50,58,527 31,36,15,16,533.50
ESOP scheme 6,250 57.10 93,50,64,777 93,50,64,777 31,36,18,67,158.50
2,000 59.05 93,50,66,777 93,50,66,777 31,36,19,83,258.50
February Allotment 3,750 1 30.00 Cash 93,50,70,527 93,50,70,527 31,36,20,92,008.50
8, 2021 pursuant to 2,750 30.45 93,50,73,277 93,50,73,277 31,36,21,72,996.00
ESOP scheme 2,250 34.60 93,50,75,527 93,50,75,527 31,36,22,48,596.00
50,000 51.60 93,51,25,527 93,51,25,527 31,36,47,78,596.00
7,050 57.10 93,51,32,577 93,51,32,577 31,36,51,74,101.00
9,250 59.05 93,51,41,827 93,51,41,827 31,36,57,11,063.50
March Allotment 1,94,700 1 30.00 Cash 93,53,36,527 93,53,36,527 31,37,13,57,363.50
16, 2021 pursuant to 3,98,600 30.45 93,57,35,127 93,57,35,127 31,38,30,96,133.50
ESOP scheme 10,450 34.60 93,57,45,577 93,57,45,577 31,38,34,47,253.50
5,000 37.30 93,57,50,577 93,57,50,577 31,38,36,28,753.50
33,750 57.10 93,57,84,327 93,57,84,327 31,38,55,22,128.50
13,750 59.05 93,57,98,077 93,57,98,077 31,38,63,20,316.00
2021 pursuant to 1,62,000 30.45 93,60,02,827 93,60,02,827 31,39,23,30,966.00
ESOP scheme 4,04,750 34.60 93,64,07,577 93,64,07,577 31,40,59,30,566.00
28,125 57.10 93,64,35,702 93,64,35,702 31,40,75,08,378.50
35,000 59.05 93,64,70,702 93,64,70,702 31,40,95,40,128.50
2021 pursuant to
ESOP scheme
June 21, Allotment 29,300 1 34.60 Cash 93,65,11,927 93,65,11,927 31,41,11,93,601.00
2021 pursuant to 23,750 57.10 93,65,35,677 93,65,35,677 31,41,25,25,976.00
ESOP scheme 11,875 59.05 93,65,47,552 93,65,47,552 31,41,32,15,319.75
2021 pursuant to 51,775 - 30.45 93,66,11,202 93,66,11,202 31,41,50,84,468.50
ESOP scheme 48,525 - 34.60 93,66,59,727 93,66,59,727 31,41,67,14,908.50
23,750 - 57.10 93,66,83,477 93,66,83,477 31,41,80,47,283.50
-
21,625 59.05 93,67,05,102 93,67,05,102 31,41,93,02,614.75
63
Share (₹)
August Allotment 7,500 1 30.00 Cash 93,67,12,602 93,67,12,602 31,41,95,20,114.75
16, 2021 pursuant to 7,575 - 30.45 93,67,20,177 93,67,20,177 31,41,97,43,198.50
ESOP scheme 600 - 34.60 93,67,20,777 93,67,20,777 31,41,97,63,358.50
2,500 - 55.10 93,67,23,277 93,67,23,277 31,41,98,98,608.50
62,750 - 57.10 93,67,86,027 93,67,86,027 31,42,34,18,883.50
59,500 - 59.05 93,68,45,527 93,68,45,527 31,42,68,72,858.50
er 16, pursuant to 1,94,500 1 30.45 93,71,27,527 93,71,27,527 31,43,51,38,383.50
2021 ESOP scheme 1,80,025 1 34.60 93,73,07,552 93,73,07,552 31,44,11,87,223.50
11,250 1 55.10 93,73,18,802 93,73,18,802 31,44,17,95,848.50
1,72,500 1 57.10 93,74,91,302 93,74,91,302 31,45,14,73,098.50
1,11,250 1 59.05 93,76,02,552 93,76,02,552 31,45,79,31,161.00
October Allotment 40,000 1 57.10 Cash 937,642,552 937,642,552 31,460,175,161.00
12, 2021 pursuant to 18,750 59.05 937,661,302 937,661,302 31,461,263,598.50
ESOP scheme 6,000 61.00 937,667,302 937,667,302 31,461,623,598.50
Novemb Allotment 362,500 1 30.00 Cash 938,029,802 938,029,802 31,472,136,098.50
er 25, pursuant to 484,500 30.45 938,514,302 938,514,302 31,486,404,623.50
2021 ESOP scheme 660,975 34.60 939,175,277 939,175,277 31,508,613,383.50
43,750 48.10 939,219,027 939,219,027 31,510,674,008.50
1,138,763 57.10 940,357,790 940,357,790 31,574,558,612.80
730,850 59.05 941,088,640 941,088,640 31,616,984,455.30
56,250 61.00 941,144,890 941,144,890 31,620,359,455.30
1,875 189.85 941,146,765 941,146,765 31,620,713,549.05
2,500 314.40 941,149,265 941,149,265 31,621,497,049.05
Decembe Allotment 223,125 1 30.00 Cash 941,372,390 941,372,390 31,627,967,674.05
r 15, pursuant to 560,050 30.45 941,932,440 941,932,440 31,644,461,146.55
2021 ESOP scheme 481,450 34.60 942,413,890 942,413,890 31,660,637,866.55
35,000 55.10 942,448,890 942,448,890 31,662,531,366.55
391,575 57.10 942,840,465 942,840,465 31,684,498,724.05
199,500 59.05 943,039,965 943,039,965 31,696,079,699.05
3,000 61.00 943,042,965 943,042,965 31,696,259,699.05
625 170.60 943,043,590 943,043,590 31,696,365,699.05
February Allotment 50,000 1 51.60 Cash 943,093,590 943,093,590 31,698,895,699.05
8, 2022 pursuant to 625 59.05 943,094,215 943,094,215 31,698,931,980.30
ESOP scheme 1,250 61.00 943,095,465 943,095,465 31,699,006,980.30
March Allotment 2,500 1 61.00 Cash 943,097,965 943,097,965 31,699,156,980.30
21, 2022 pursuant to
ESOP scheme
June 28, Allotment 3,250 1 59.05 Cash 943,101,215 943,101,215 31,699,345,642.80
2022 pursuant to
ESOP scheme
64
Shareholding pattern of our Company on June 30, 2022
Cate Category of Nos. of No. of fully No. of No. of Total nos. Shareholding Number of Voting Rights held in each class of No. of Shareholding , as No. of Locked No. of Shares No. of equity
gory shareholder sharehol paid up Partly shares shares held as a % of securities Shares a % assuming full in shares pledged or shares held in
ders equity paid- underlying total no. of Underlying conversion of otherwise dematerialised
shares held up Depository shares Outstanding convertible encumbered form
equity Receipts (calculated as No of Voting Rights Total as a convertible securities ( as a No. As a % No. As a %
shares per SCRR, Class eg: Class Total % of securities percentage of (a) of total (a) of total
held 1957) Equity Shares eg: y (A+B+C) (including diluted share Shares Shares
Warrants) capital) held(b) held(b)
(I) (II) (III) (IV) (V) (VI) (VII) = (VIII)As a (IX) (X) (XI)= (VII)+(X) (XII) (XIII) (XIV)
(IV)+(V)+ % of As a % of
(VI) (A+B+C2) (A+B+C2)
(A) Promoter & 13 30,76,84,490 - - 307,684,490 32.62% 30,76,84,490 - 307,684,490 32.62% - 32.62% - - - - 30,76,84,490
Promoter Group
(B) Public 225,772 59,05,19,945 - - 590,519,945 62.61% 59,05,19,945 - 590,519,945 62.61% - 62.61% - - - - 58,99,39,415
(C) Non Promoter - 2 4,48,96,780 - - 44,896,780 4.76% 4,48,96,780 - 44,896,780 4.76% - 4.76% - - - - 4,48,96,780
Non Public
(C1) Shares Underlying - - - - - - - - - - - - - - - - -
DRs
(C2) Shares Held By 2 4,48,96,780 - - 44,896,780 4.76% 4,48,96,780 - 44,896,780 4.76% - 4.76% - - - - 4,48,96,780
Employee Trust
Total 225,787 94,31,01,215 - - 943,101,215 100.00% 94,31,01,215 - 943,101,215 100.00% - 100.00% - - - - 94,25,20,685
65
List of top 10 holders of Equity Shares of our Company as on June 30, 2022:
Sr. Name of the Shareholder Total number Number of Equity Total shareholding as
No. of Equity Shares held in a % of total number
Shares dematerialized form of Equity Shares
1. 1. Rashesh Chandrakant Shah 14,56,01,730 14,56,01,730 15.44
2. Venkatchalam Arakoni Ramaswamy 5,81,26,560 5,81,26,560 6.16
3. BIH SA 4,82,57,748 4,82,57,748 5.12
4. Mabella Trustee Services Private Limited (On
Behalf Of M/S. Shah Family Discretionary Trust) 3,87,50,000 3,87,50,000 4.11
5. Edelweiss Employees Welfare Trust. 3,75,95,270 3,75,95,270 3.99
6. Baron Emerging Markets Fund 3,69,06,768 3,69,06,768 3.91
7. Vidya Rashesh Shah 3,10,31,200 3,10,31,200 3.29
8. The Pabrai Investment Fund IV, LP 2,61,40,000 2,61,40,000 2.77
9. Life Insurance Corporation Of India 2,42,82,094 2,42,82,094 2.57
10. Tiaa-Cref Funds - Tiaa-Cref Emerging Markets
Equity Fund 2,29,56,912 2,29,56,912 2.43
List of top 10 holders of non-convertible securities as on June 30, 2022 (on cumulative basis):

Sr. Name Amount Category Face value Holding as a
No. per NCD (₹) % of total
NCD
outstanding
1 Burlington Loan Management Designated Activity 3500.00 Corporate 10,00,000 14.77%
Company
2 Barclays Bank Plc 2650.00 Corporate 10,00,000 11.18%
3 Standard Chartered Bank (Singapore) Limited 750.00 Corporate 10,00,000 3.16%
4 Rb Diversified Private Limited 500.00 Corporate 10,00,000 2.11%
5 The Hongkong And Shanghai Banking Corporation 500.00 Corporate 10,00,000 2.11%
Limi
6 Shruti Financial Services Pvt Ltd 350.00 Corporate 10,00,000 1.48%
7 Agnus Ventures Llp 347.50 Corporate 1,00,000 1.47%
8 Edel Land Limited 320.96 Corporate 1,000 1.35%
9 Ashutosh Vinayak Joshi 250.00 Public 1,00,000 1.05%
Capri Global Capital Limited 250.00 Corporate 10,00,000 1.05%
Edelweiss Tokio Life Insurance Company Limited - 250.00 Corporate 1,000 1.05%
Shareholders Fund - For Solvency Margin
10 Edelweiss Broking Limited 204.83 Corporate 1,000 0.86%
Statement of the aggregate number of securities of our Company and our Subsidiaries purchased or sold by our
Promoters, promoter group, our Directors and/or their relatives within six months immediately preceding the date
of filing of this Tranche II Prospectus.
No securities of our Company and our Subsidiary have been purchased or sold by our Promoters, promoter group, our
Directors and/or their relatives within six months immediately preceding the date of filing of this Tranche II Prospectus.
Statement of capitalization (Debt to Equity Ratio) of our Company as on March 31, 2022 on a Standalone basis:

Particulars Pre issue as at March 31, 2022 Post issue*
Borrowing/ Debt
Debt securities 24,322.12 28,322.12
Borrowings (other than debt securities) 0.00 0.00
Deposits 0.00 0.00
66
Subordinated Liabilities 0.00 0.00
Total Borrowing/ Total Debt (A) 24,322.12 28,322.12
Equity
Equity Share Capital 898.20 898.20
Other Equity 49,103.96 49,103.96
Total Equity (B) 50,002.16 50,002.16
Debt/Equity (A/B) 0.49 0.57
*The debt - equity ratio post Issue is indicative on account of the assumed inflow of ₹4,000 million from the proposed Issue. The actual
debt-equity ratio post the Issue would depend on the actual position of debt and equity on the Deemed Date of Allotment.
Statement of capitalization (Debt to Equity Ratio) of our Company as on March 31, 2022 on a consolidated basis:

Borrowing/ Debt
Debt securities 1,55,057.04 1,59,057.04
Borrowings (other than debt securities) 56,550.66 56,550.66
Deposits 15.60 15.60
Subordinated Liabilities 15,486.53 15,486.53
Total Borrowing/ Total Debt (A) 2,27,109.83 2,31,109.83
Equity
Other Equity 64,475.96 64,475.96
Equity attributable to Non-Controlling 10,549.04 10,549.04
Interest
Total Equity (B) 75,923.20 75,923.20
Debt/Equity (A/B) 2.99 3.04
*The debt - equity ratio post Issue is indicative on account of the assumed inflow of ₹4,000 million from the proposed Issue. The actual
debt-equity ratio post the Issue would depend on the actual position of debt and equity on the Deemed Date of Allotment.
Statement of capitalization (Debt to Equity Ratio) of our Company as on June 30, 2022 on a standalone basis:

Particulars Pre issue as at June 30, 2022 Post issue*
Borrowing/ Debt
Debt Securities 24,611.69 28,611.69
Borrowings (Other than Debt Securities) 0.00 0.00
Total Borrowing/ Total Debt (A) 24,611.69 28,611.69
Equity
Other Equity 49,059.06 49,059.06
Total Equity (B) 49,957.26 49,957.26
Debt / Equity (A/ B) 0.49 0.57
Details of Promoter’s shareholding in our Company’s Subsidiaries
Our Company has 29 Subsidiaries as on June 30, 2022. Except the shares held in our Subsidiaries as nominee of our
Company, our Promoters do not hold any equity shares in our Subsidiaries, as on June 30, 2022.
Shareholding of Directors in our Company
The shareholding of the Directors in our Company as on the date of this Tranche II Prospectus is mentioned below:
Sr. No. Name of Director Number of Equity Shares

1. Rashesh Shah 145,601,730
2. Venkatchalam Ramaswamy 58,126,560
3. Himanshu Kaji 2,975,000
67
Sr. No. Name of Director Number of Equity Shares
4. Vidya Shah 31,031,200
Shareholding of our Directors in our Subsidiaries, Joint Venture and associate companies
Except the shares held in our Subsidiaries, Associates and JVs as nominee of our Company, our Directors do not hold
any equity shares in our Subsidiaries, Associate and Joint Ventures, as on June 30, 2022.
Details of any acquisition or amalgamation in the last one year
Our Company has not made any acquisition or amalgamation in the last one year prior to filing of this Tranche II
Prospectus.
Details of any reorganization or reconstruction in the last one year
Our Company has not made any reorganization or reconstruction in the last one year prior to filing of this Tranche II
Prospectus. However, the Board of Directors at their meeting held on August 27, 2020 has inter alia accorded its in-
principle approval, subject to receipt of appropriate regulatory and other customary approvals, to explore various
alternatives to transfer, hive off, demerge, sell etc., whole or part of the asset management business of the group (“EAM”)
comprising of asset reconstruction, PMS, AIF and mutual fund businesses, carried on by various subsidiaries, to a
strategic investor at an appropriate time, including evaluating the option to list the equity shares of EAM holding company
or one or more of its identified subsidiaries on the stock exchanges.
Pursuant to the above, the following has been concluded (in a phased manner and in compliance with applicable
laws):
1. Segregation of legal structure of the Edelweiss group relating to wealth management and asset management
businesses into two separate business verticals namely Edelweiss Wealth Management (“EWM”) business and
Edelweiss Asset Management (“EAM”) business respectively.
2. Demerger of EAM business (along with investments in subsidiaries carrying on EAM business) of ESL into a
separate company, such that ESL only retains EWM business.
3. Demerger of the EWM business of EGWML (including CCDs issued by EGWML) to ESL such that, subsequent to
conversion of the CCDs, the Investor shall hold 51% equity stake on a fully diluted basis in ESL.
4. Further, the Board of Directors of the Company, at its Meeting held on May 13, 2022, subject to receipt of necessary
approvals, approved the Scheme of Arrangement between the Company, ESL and its respective creditors and the
shareholders for demerger of its wealth management business (comprising of the merchant banking business along
with the investments into ESL) and subsequent listing of the equity shares of ESL, at an appropriate time.
Employee Stock Option Scheme
The details of our ESOP Schemes in force as on the date of this Tranche II Prospectus are set forth below:
Edelweiss Employees Stock Incentive Plan 2009
Our Company instituted the Edelweiss Employees Stock Incentive Plan 2009 (“ESOP 2009”) pursuant to a special
resolution dated March 30, 2009 passed through a postal ballot. Under ESOP 2009, our Company can grant employee
stock options exercisable into not more than 50,00,000 Equity Shares of ₹ 1 each. The eligibility and number of options
to be granted to an employee is determined on the basis of criteria laid down in the ESOP 2009 and is approved by the
Compensation Committee.
The options granted shall vest on the eligible employees of our Company or subsidiaries, as determined in accordance
with ESOP 2009, in accordance with the vesting schedule determined by the Compensation Committee from time to time
and can be exercised within a period not less than 12 months and more than 60 months from the date of vesting or until
the validity of the ESOP 2009 i.e., June 30, 2030, whichever is later. The ESOP 2009 shall continue to be in force until
its termination by the Board or the Compensation Committee.
68
Please refer below for the details of ESOP 2009 as on June 30, 2022:
Sr. No. Particulars Number of Equity Shares

1 Stock options granted 19,956,300
2 Stock options vested Nil
3 Stock options exercised 1,12,24,750
4 Total number of shares arising out of exercise of Stock options 1,12,24,750
5 Stock options lapsed 87,31,550
6 Exercise price (In ₹) Between 39.44 – 50.26
Our Company instituted the Edelweiss Employees Stock Incentive Plan 2010 (“ESOP 2010”) pursuant to a special
resolution dated June 30, 2010 passed through a postal ballot. Under ESOP 2010, our Company can grant employee stock
options exercisable into not more than 3,000,000 Equity Shares of ₹1 each. The eligibility and number of options to be
granted to an employee is determined on the basis of criteria laid down in the ESOP 2010 and is approved by the
with ESOP 2010, in accordance with the vesting schedule set out below or any other vesting schedule determined by the
Compensation Committee from time to time and can be exercised within a period not less than 12 months and more than
60 months from the date of vesting or until the validity of the ESOP 2010 i.e., June 30, 2030, whichever is later. The
ESOP 2010 shall continue to be in force until its termination by the Board or the Compensation Committee.

2 Stock options vested Nil
3 Stock options exercised 11,999,350
4 Total number of shares arising out of exercise of Stock options 11,999,350
6 Exercise price (In ₹) Between 41.40 - 61
Our Company instituted the Edelweiss Employee Stock Incentive Plan 2011 (“ESOP 2011”) pursuant to a special
resolution dated April 26, 2011 passed through a postal ballot. Under ESOP 2011, our Company can grant employee
stock options exercisable into not more than 100,000,000 Equity Shares of ₹1 each. The eligibility and number of options
to be granted to an employee is determined on the basis of criteria laid down in the ESOP 2011 and is approved by the
with ESOP 2011, within a period of not less than 12 months and not more than 60 months from the date of grant, as
mentioned in the grant letters, and can be exercised within a period of not less than 12 months and not more than 60
months from the date of vesting of the respective options or until the validity of the ESOP 2011, i.e., June 30, 2030. The
ESOP 2011 shall continue to be in force until its termination by the Board or the Compensation Committee.

2 Stock options vested 34,07,150
5 Stock options lapsed 3,50,22,678
69
Edelweiss Employee Stock Appreciation Rights Plan 2019:
Our Company instituted the Edelweiss Employee Stock Appreciation Rights Plan 2019 (“SAR 2019”) pursuant to a
special resolution passed by our shareholders on April 30, 2019. Under SAR 2019, our Company can grant Stock
Appreciation Rights (“SARs”) exercisable into not more than 40,000,000 Equity Shares of ₹1 each. The eligibility and
number of rights to be granted to an employee is determined on the basis of criteria laid down in the SAR 2019 and is
approved by the Compensation (ESOP) Committee.
The rights granted shall vest on the eligible employees of our Company or subsidiaries within a period of not less than
12 months and not exceed 96 months from the date of grant. The SAR 2019 shall continue to be in force until its
termination by the Board or the Compensation (ESOP) Committee.
Please refer below for the details of SAR 2019 as on June 30, 2022:

1 Stock options granted 4,00,00,000
2 Stock options vested -
3 Stock options exercised -
4 Total number of shares arising out of exercise of Stock options -
6 Exercise price (In ₹) Between 61 – 180.65
Note: On exercise of vested SARs, the Grantees would receive the appreciation value in (i) cash; or (ii) by way of issuance of Equity
Shares. The number of Equity Shares to be issued shall be determined on the basis of the application value, divided by the market price
per Equity Share on the date of exercise. In case of settlement of the appreciation value by way of issue of Equity Shares, the grantee
will be required to pay the face value of the quantum of such Equity Shares, i.e., ₹ 1 per Equity Share granted.
70
OBJECTS OF THE ISSUE
Issue Proceeds
Public Issue by the Company of secured redeemable non-convertible debentures of face value of ₹1,000 each (“NCDs”)
for an amount of ₹2,000 million (“Base Issue Size”) with an option to retain over-subscription up to ₹2,000 million,
aggregating up to ₹4,000 million (“Tranche II Issue Limit”) (“Tranche II Issue”) which is within the Shelf Limit of
₹10,000 million and is being offered by way of this Tranche II Prospectus, which should be read together with the Shelf
Prospectus filed with the ROC, Stock Exchanges and SEBI.
The following table details the objects of the Tranche II Issue and the amount proposed to be financed from Net Proceeds:
Sr. Objects of the Tranche II Issue Percentage of amount proposed to

No. be financed from Net Proceeds
1. For the purpose of repayment /prepayment of interest and principal of At least 75%
existing borrowings of our Company #
2. General Corporate Purposes* Maximum of up to 25%
#Our Company shall not utilize the proceeds of the Tranche II Issue towards payment of prepayment penalty, if any.
*The Net Proceeds will be first utilized towards the Objects mentioned above. The balance is proposed to be utilized for general
corporate purposes, subject to such utilization not exceeding 25% of the amount raised in this Tranche II Issue, in compliance with
the SEBI NCS Regulations.
The main objects clause of the Memorandum of Association of the Company permits the Company to undertake its
existing activities as well as the activities for which the funds are being raised through this Tranche II Issue.
The following table details the objects of this Tranche II Issue and the amount proposed to be financed from Net Proceeds:
Particulars Estimated amount (₹ in million)

Gross proceeds of the Tranche II Issue 4,000.00
Less: Issue related expenses* 89.95
Net proceeds 3,910.05
*The above Issue related expenses are indicative and are subject to change depending on the actual level of subscription to this
Tranche II Issue, the number of allottees, market conditions and other relevant factors.
Purpose for which there is a requirement of funds
As stated in this section.
Funding Plan
NA
Summary of the project appraisal report
NA
Schedule of implementation of the project
NA
Monitoring of utilization of funds
There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. The Audit
Committee of our Company shall monitor the utilisation of the proceeds of this Tranche II Issue. Our Company will
disclose in our Company’s financial statements for the relevant financial year commencing from Fiscal 2023, the
utilisation of the proceeds of this Tranche II Issue under a separate head along with details, if any, in relation to all such
proceeds of this Tranche II Issue that have not been utilised thereby also indicating investments, if any, of such unutilized
proceeds of this Tranche II Issue. Our Company shall utilize the proceeds of this Tranche II Issue only upon the execution
of the documents for creation of security and receipt of final listing and trading approval from the Stock Exchange.
71
General Corporate Purposes
Our Company intends to deploy up to 25% of the amount raised and allotted in this Tranche II Issue for general corporate
purposes, including but not restricted to routine capital expenditure, renovations, strategic initiatives, meeting any
expenditure in relation to our Company as well as meeting exigencies which our Company may face in the ordinary
course of business, or any other purposes as may be approved by the Board of Directors.
Tranche II Issue expenses
A portion of this Tranche II Issue proceeds will be used to meet Tranche II Issue expenses. The following are the estimated
Issue expenses:
Particulars Amount As percentage of Tranche As percentage of total expenses

(₹ in million) II Issue proceeds (in %) of the Tranche II Issue (in %)
Fee Payable to Intermediaries 1.20 0.03% 1.33%
including Registrar to the Tranche II
Issue and Debenture Trustees
Lead Manager Fee, Selling and 84.75 2.12% 94.22%
Brokerage Commission, SCSB
Processing Fee
Advertising and Marketing, Printing 3.00 0.08% 3.34%
and Stationery Costs
Other Miscellaneous Expenses 1.00 0.03% 1.11%
Grand Total 89.95 2.25% 100.00%
The above expenses are indicative and are subject to change depending on the actual level of subscription to this Tranche
II Issue and the number of Allottees, market conditions and other relevant factors.
Our Company shall pay processing fees to the SCSBs for ASBA forms procured by Lead Manager/ Members of the
Syndicate/ Sub- Members of the Syndicate /Brokers / Trading Members and submitted to the SCSBs for blocking the
Application Amount of the applicant, at the rate of ₹ 10 per Application Form procured (inclusive of GST and other
applicable taxes). However, it is clarified that in case of ASBA Application Forms procured directly by the SCSBs, the
relevant SCSBs shall not be entitled to any ASBA Processing Fee. Further, our Company shall pay the Sponsor Bank ₹8
for every valid Application that is blocked. The payment will be made on the basis of valid invoices within such timelines
mutually agreed to/prescribed by the Company with the Designated Intermediaries/Sponsor Bank.
Interim use of proceeds
Our Management will have the flexibility in deploying the proceeds received from this Tranche II Issue. Pending
utilization of the proceeds out of this Tranche II Issue for the purposes described above. Our Company intends to
temporarily invest funds in high quality interest bearing liquid instruments including money market mutual funds,
deposits with banks or temporarily deploy the funds in investment grade interest bearing securities. Such investment
would be in accordance with the applicable regulatory requirements and investment policies approved by the Board or
any committee thereof from time to time.
Other Confirmations
In accordance with the SEBI NCS Regulations, our Company will not utilize the proceeds of this Tranche II Issue for
providing loans to or acquisition of shares of any person or company who is a part of the promoter group or group
companies.
Proceeds from this Tranche II Issue shall not be utilised towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property. No part of the proceeds from this Tranche II Issue
will be paid by us as consideration to our Promoter, the Directors, Key Managerial Personnel, or companies promoted by
our Promoter except in ordinary course of business.
No part of the proceeds from this Tranche II Issue will be utilized for buying, trading or otherwise dealing in equity shares
of any listed company. Further our Company undertakes that Issue proceeds from NCDs allotted to banks shall not be
used for any purpose, which may be in contravention of the RBI guidelines including those relating to classification as
capital market exposure or any other sectors that are prohibited under the RBI Regulations.
72
All monies received out of this Tranche II Issue shall be credited/ transferred to a separate bank account maintained with
a Scheduled Bank as referred to in section 40(3) of the Companies Act 2013.
Details of all monies utilised out of this Tranche II Issue referred above shall be disclosed under an appropriate separate
head in our balance sheet indicating the purpose for which such monies have been utilised along with details, if any, in
relation to all such proceeds of this Tranche II Issue that have not been utilized thereby also indicating investments, if
any, of such unutilized proceeds of this Tranche II Issue.
Details of all unutilised monies out of this Tranche II Issue, if any, shall be disclosed under an appropriate separate head
in our balance sheet indicating the form in which such unutilised monies have been invested.
Our Company confirms that it will not use the proceeds from this Tranche II Issue for the purchase of any business or in
the purchase of any interest in any business whereby our Company shall become entitled to the capital or profit or losses
or both in such business exceeding 50% thereof, the acquisition of any immovable property or acquisition of securities
of any other body corporate.
We shall utilize this Tranche II Issue proceeds only upon execution of Debenture Trust Deed, receipt of the listing and
trading approval from the Stock Exchange(s) as stated in this Tranche II Prospectus in the section titled “Issue Related
Information” beginning on page 229.
The fund requirement as above is based on our current business plan and is subject to change in light of variations in
external circumstances or costs, or in our financial condition, business or strategy. Our management, in response to the
competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time
and consequently our funding requirements and deployment of funds may also change subject to such variations being
in accordance with the applicable laws from time to time
None of the Directors, Promoters or Key Managerial Personnel have any financial or other material interest in the Issue.
Variation in terms of contract or objects in this Tranche II Prospectus.
Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of the objects for
which this Tranche II Prospectus is issued, except as may be prescribed under the applicable laws and specifically under
Section 27 of the Companies Act, 2013.
Benefit / interest accruing to Promoters/Directors out of the object of the Tranche II Issue
Neither our Promoter nor the Directors of our Company are interested in the Objects of this Tranche II Issue.
73
STATEMENT OF POSSIBLE TAX BENEFITS
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS DEBENTURES
HOLDERS UNDER THE APPLICABLE LAWS IN INDIA
The Board of Directors

Edelweiss House, Off CST Road, Kalina,
Mumbai – 400 098.
Dear Sirs,
Statement of Possible Tax Benefits available to the debenture holders of Edelweiss Financial Services Limited in
connection with the proposed public issue of secured redeemable non-convertible debentures of face value of ₹1,000/-
each for an amount up to ₹2,000 million with an option to retain over-subscription up to ₹2,000 million, aggregating up
to ₹4,000 million which is within the Shelf Limit of ₹10,000 million. (the “Debentures” or the “NCDs”) (hereinafter
referred to as the “Tranche II Issue”)
1. We hereby confirm that the enclosed Annexure, prepared by Edelweiss Financial Services Limited (‘the Company’),
provides the possible tax benefits available to the Company and to the debentures holders of the Company under the
Income-tax Act, 1961 (‘the Act’) as amended by the Finance Bill, 2022, i.e. applicable for the Financial Year 2022-
23 relevant to the assessment year 2023-24 respectively, presently in force in India. Several of these benefits are
dependent on the Company or its debenture holders fulfilling the conditions prescribed under the relevant provisions
of the Act. Hence, the ability of the Company and / or its debenture holders to derive the tax benefits is dependent
upon their fulfilling such conditions which, based on business imperatives the Company faces in the future, the
Company or its debenture holders may or may not choose to fulfil.
2. The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is the
responsibility of the Company’s management. We are informed that this statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In
view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult
his or her own tax consultant with respect to the specific tax implications arising out of their participation in the
issue.
3. We do not express any opinion or provide any assurance as to whether:

i) the Company or its debenture holders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.
4. The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of their understanding of the business activities and operations of the Company.
5. This report has been issued at the request of the Company for the purpose of inclusion in the offer document in
connection with its proposed Issue and should not be used by anyone else or for any other purpose.
For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Shrawan Jalan

Partner
Membership No. 102102
Place of Signature: Mumbai
Date: September 26, 2022
74
Annexure
STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDER(S)
This Annexure is based on the provisions of the Income-tax Act, 1961 (‘IT Act’) in force as on the current date, after
considering the amendments made by the Finance Act, 2022 (‘FA 2022’).
This Annexure intends to provide general information on the applicable provisions of the IT Act. However, in view of
the nature of the implications, the investors are best advised to consult their respective tax advisors/consultants for
appropriate counsel with respect to the specific tax and other implications arising out of their participation in the Portfolio
as indicated herein.
Taxability under the IT Act
A. Common provisions applicable to both Resident and Non-Resident debenture holders:
1. Determination of head of income for the purpose of assessability:
The returns received by the investors from the Non-Convertible Debentures (‘NCD’) in the form of ‘interest’
and gains on transfer of the NCD, may be characterized under the following broad heads of income for the
purposes of taxation under the IT Act:
• Profits and gains of business or profession (‘PGBP’);
• Capital gains (‘CG’); and
• Income from other sources (‘IFOS’).
For determining the appropriate head of income (as mentioned above) vis-à-vis the income or loss earned on/
from the NCD, it will be pertinent to analyse whether the NCD are held as ‘Investments’ i.e. capital asset or as
‘Stock-in-trade’.
If the NCD are held as ‘Stock-in-trade’, interest income as well as gain or loss on its transfer will be assessed to
tax under the head PGBP, whereas, if the NCD are held as ‘Investments’, then the interest income will be
assessed to tax under the head IFOS and any gain/ loss on its transfer will be assessed to tax under the head CG
(explained in ensuing paragraphs), based on facts of each case.
However, as per section 2(14) of the IT Act, ‘capital asset’ includes, inter alia, securities held by a Foreign
Institutional Investor (‘FII’) [now known as Foreign Portfolio Investor (‘FPI’)] which has invested in such
securities in accordance with the regulations made under Securities and Exchange Board of India Act, 1992.
Accordingly, such securities, held by an FII, will be characterised as ‘capital asset’ and classification as ‘Stock-
in-trade’ shall not apply.
The investors may obtain specific advice from their tax advisors regarding the above classification and tax
treatment of their investments.
2. Taxation of Interest and Gain/ loss on transfer of debentures:
- Taxation of Interest
Income by way of interest received on debentures, bonds and other debt instruments held as ‘Investments’ (i.e.
capital asset) will be charged to tax under the head IFOS at the rates applicable to the investor after deduction
of expenses, if any, allowable under section 57 of the IT Act. These are essentially expenses (not being in the
nature of capital expenditure) laid out or expended wholly and exclusively for the purpose of earning the
interest income. In case of debentures, bonds or other debt instruments held as ‘Stock-in-trade’, interest
received thereon will be charged to tax under the head PGBP.
The investors may obtain specific advice from their tax advisors regarding the tax treatment of their
investments.
- Taxation of gain or loss on transfer
75
(a) Taxable under the head PGBP
As discussed above, depending on the particular facts of each case, the NCD may, in certain cases, be
regarded to be in the nature of ‘Stock-in-trade’ and, accordingly, the gains from the transfer of such NCD
should be considered to be in the nature of business income and hence chargeable to tax under the head
PGBP.
In such a scenario, the gains from the business of investing in the NCD may be chargeable to tax on a ‘net’
basis (i.e. net of allowable deductions for expenses/allowances under Chapter IV – Part D of the IT Act).
The business income so computed, as reduced on account of set-off of brought forward or current year
losses in accordance with Chapter VI of the IT Act and unabsorbed allowances, if any, would go to form
part of the gross total income of the investor.
The gross total income would be reduced by deductions, if any, available under Chapter VI-A of the IT Act
and the resultant total income would be subject to tax at the tax rates as applicable to the investor (Refer
Note 1 and Note 2).
Based on section 145 of the IT Act, the timing of charging any income to tax would depend on the method
of accounting followed by the taxpayer consistently (i.e. cash or mercantile).
Investors should obtain specific advice from their tax advisors regarding the manner of computing business
income, the deductions available therefrom and the tax to be paid thereon.
(b) Taxable under the head Capital Gains
As discussed above, based on the particular facts of each case, the NCD may, in certain cases, be regarded
to be held as ‘Investments’ in which case the gains or loss from the transfer of such NCD should be
chargeable to tax under the head CG.
Investors should, however, seek specific advice from their tax advisors/ consultants in respect of
characterization of capital gains, the manner of computation and the tax to be paid thereon.
3. Period of holding and Capital gain – long term & short term:
As per section 2(29AA) read with section 2(42A) of the IT Act, listed NCD is treated as a long-term capital asset
if the same is held for more than 12 months immediately preceding the date of its transfer and consequently, the
gain/ loss on transfer of such NCD should be treated as long term capital gain/ loss.
Accordingly, if listed NCD is held for upto 12 months immediately preceding the date of its transfer, the same
should be treated as a short-term capital asset and the gain/ loss on transfer of such NCD should be treated as
short-term capital gain/ loss.
4. Computation of capital gains and tax thereon
Capital gains is computed after reducing from the consideration received for the transfer of the capital asset [‘full
value of consideration (FVC)], the cost of acquisition (CoA) of such asset and the expenses incurred wholly and
exclusively in connection with the transfer. The capital gains so computed will be chargeable to tax at the rates
as detailed in the ensuing paragraphs.
5. Set off of capital losses
Long-term capital loss incurred during a year can be set-off only against long-term capital gains arising in that
year or in subsequent years and cannot be set-off against short-term capital gains arising in that year or in
subsequent years. The long-term capital loss remaining after set-off, if any, can be carried forward for eight years
immediately succeeding the year in which the loss was first computed, to be for set-off against subsequent years’
long-term capital gains.
On the other hand, short-term capital loss incurred during a year can be set-off against both, short-term and long-
term capital gains of the same year or of subsequent years. The short-term capital loss remaining after set-off, if
76
any, can be carried forward for eight years immediately succeeding the year in which the loss was first computed,
to be set-off against subsequent years’ short-term as well as long-term capital gains.
B. Tax benefits available to Resident NCD holders:
• Interest on NCD received by resident NCD holders would form part of their total income and be subject to tax at the
applicable rates of tax (Note 1 and 2 below) in accordance with and subject to the provisions of the IT Act.
• Capital gains on transfer of NCD shall be computed by deducting from the FVC, expenditure incurred wholly and
exclusively in connection with the transfer and the CoA of the NCD.
As per section 112 of the IT Act, capital gains arising on the transfer of long-term capital assets being listed
debentures are subject to tax at the rate of 10% (plus applicable surcharge and health & education cess – Note 2
below) on the capital gains calculated without indexing the cost of acquisition (Fourth proviso to Section 48
restricts indexation benefit in case of long-term capital asset being a bond or debenture).
In case of an individual or HUF, being a resident, where the total income as reduced by such long-term capital
gains is below the maximum amount which is not chargeable to income-tax, then, such long-term capital gains
shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which
is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the
rate mentioned above.
Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more
than 12 months would be taxed at the applicable rates of tax (as mentioned in Note 1 and 2 below) in accordance
with the provisions of the IT Act.
C. Tax benefits available to Non-Resident debenture holders:
• A non-resident Indian has an option to be governed by Chapter XII-A of the IT Act, subject to the provisions
contained therein which are given in brief as under:
• As per section 115C(e) of the IT Act, the term "non-resident Indian" means an individual, being a citizen of India
or a person of Indian origin who is not a "resident". A person shall be deemed to be of Indian origin if he, or either
of his parents or any of his grand-parents, was born in undivided India.
• As per section 115E of the IT Act, interest income from debentures acquired or purchased with or subscribed to in
convertible foreign exchange will be taxable at 20% (plus applicable surcharge and cess), whereas long term capital
gains on transfer of such debentures will be taxable at 10% (plus applicable surcharge and cess – Note 2 below) of
such capital gains without indexation of CoA. Short-term capital gains will be taxable at the applicable rates of tax
(as mentioned in Note 1 and 2 below) in accordance with and subject to the provisions contained therein.
• In accordance with and subject to the provisions of section 115-I of the IT Act, a non-resident Indian may opt not
to be governed by the provisions of Chapter XII-A of the IT Act. In such a case, long-term capital gains on transfer
of listed debentures would be subject to tax at the rate of 10% (plus applicable surcharge and cess – Note 2 below)
computed without indexation of CoA.
• Interest income and short-term capital gains on the transfer of listed debentures, where debentures are held for a
period of not more than 12 months preceding the date of transfer, would be taxed at the applicable rates of tax (as
mentioned in Note 1 and 2 below) in accordance with and subject to the provisions of the IT Act.
• Where debentures are held as stock-in-trade, the income on transfer of debentures would be taxed as business
income in accordance with and subject to the provisions of the IT Act.
• As per section 90(2) of the IT Act read with the Circular no. 728 dated October 30, 1995, issued by the Central
Board of Direct Taxes (‘CBDT’), in the case of a remittance to a country with which a Double Tax Avoidance
Agreement (‘DTAA’) is in force, the tax should be deducted at the rate provided in the Finance Act of the relevant
year or at the rate provided in the DTAA, whichever is more beneficial to the assessee. However, submission of a
valid and subsisting tax residency certificate (‘TRC’) is a mandatory condition for availing benefits under any
DTAA. If the TRC does not contain the prescribed particulars, a self-declaration in Form 10F would need to be
provided by the assessee along with the TRC which is valid and subsisting.
77
D. Tax benefits available to Foreign Institutional Investors (‘FII’s) or Foreign Portfolio Investors (‘FPI’s):
• In accordance with and subject to the provisions of section 115AD of the IT Act, long-term capital gains on transfer
of debentures by FIIs are taxable at 10% (plus applicable surcharge and cess – Note 2 below) and short-term capital
gains are taxable at 30% (plus applicable surcharge and cess - Note 2 below). The benefit of indexation of CoA
will not be available.
• Income other than capital gains arising out of debentures is taxable at 20% (plus applicable surcharge and cess -
Note 2 below) in accordance with and subject to the provisions of Section 115AD of the IT Act.
• However, the above is subject to any relief available under DTAA entered into by the Government of India (as
mentioned in Point C above).
• The CBDT has issued Notification No.9 dated 22 January 2014 which provides that Foreign Portfolio Investors
(FPI) registered under SEBI (Foreign Portfolio Investors) Regulations, 2014 shall be treated as FII for the purpose
of Section 115AD of the IT Act.
E. Withholding provisions
The withholding provisions provided under the Act are machinery provisions meant for tentative deduction of income-
tax subject to regular assessment. The withholding tax is not the final liability to income-tax of an assessee. For rate
of tax applicable to an assessee, please refer Notes 1 and 2 below:
Sr. Scenarios Provisions

No
1 Withholding tax rate on ➢ Interest paid to residents other than insurance companies will be
interest on NCD issued subject to withholding tax as per section 193 of the IT Act at the rate
to Indian residents of 10 per cent.
➢ No tax is required to be deducted on interest paid to an individual or

a HUF, in respect of debentures issued by a company in which the
public is substantially interested if;
• the amount of interest paid to such person in a financial year
does not exceed INR 5,000; and
• such interest is paid by an account payee cheque
➢ Further, no tax is required to be deducted on any interest payable on

any security issued by a company, where such security is in
dematerialized form and is listed on a recognized stock exchange in
India in accordance with the Securities Contracts (Regulation) Act,
1956 (42 of 1956) and the rules made thereunder.
2 Withholding tax rate on ➢ Interest on NCD issued to FII may be eligible for concessional
interest on NCD issued withholding tax rate of 5 per cent under section 194LD of the IT
to Foreign Portfolio Act, provided the interest coupon on such NCDs does not exceed
Investor (FII) the rates as notified by the Central Government.
o Conditions to avail lower withholding tax rate of 5 percent are

as under:
a. Interest should be payable on or after 01 June 2013 but

before 01 July 2023 in respect of investments made in (i)
rupee denominated bond of an Indian Company; or (ii) a
government security.
b. Interest coupon on such NCDs should not exceed the rates

as notified by the Central Government.
➢ Interest to a non-resident, not being a company or to a foreign
78
No
company by a specified company or a business trust, may
alternatively be eligible for concessional tax rate of 5 per cent under
section 194LC(2)(ia) of the IT Act in respect of monies borrowed
by it from a source outside India by way of issue of rupee
denominated bond before the 1st day of July 2023.
If both sections i.e. 194LC and 194LD of the IT Act are not
applicable, then tax deduction should be made as per sections 196D
read with section 115AD of the IT Act i.e. at 20 per cent subject to
relief under the relevant DTAA, if any.
➢ Withholding rate will be increased by surcharge as applicable (Refer

Note 2) and a health and education cess of 4 per cent on the amount
of tax plus surcharge as applicable. However, where the withholding
is done as per the rate of tax provided under the relevant DTAA, the
said rate shall not be required to be increased by a surcharge and
health and education cess.
3 Withholding tax rate on ➢ Interest payable to non-resident (other than FII) would be subject to
interest on NCD issued withholding tax at the rate of 30 per cent/ 40 per cent as per the
to non-residents other provisions of section 195 of the IT Act subject to relief under the
than FIIs relevant DTAA depending upon the status of the non-resident.
➢ Alternatively, benefits of concessional rates of 5 per cent under

section 194LC of the IT Act provided the said interest falls within
the ambit of the provisions of section 194LC of the Act and meets
the conditions mentioned therein which inter-alia includes
obtaining approval from the Central Government with respect to the
rate of interest.
➢ Withholding rate will be increased by surcharge as applicable (Refer

Note 2) and a health and education cess of 4 per cent on the amount
of tax plus surcharge, as applicable.
4 Withholding tax rate on ➢ As per section 194Q of the IT Act, any sum payable by a ‘buyer’ to
purchase of ‘goods’ a resident for purchase of ‘goods’ of the value exceeding INR 50
Lakhs shall be liable to withholding at the rate of 0.1 percent.
➢ Buyer means a person whose total sales, turnover or gross receipts

from the business carried on by him exceeds INR 10 crores in the
financial year immediately preceeding the financial year in which
the purchase is carried out.
➢ TDS shall not be applicable where;
a. Tax is deductible under any of the provisions of the IT Act; or
b. Tax is collectible under the provisions of section 206C of the IT

Act other than a transaction to which section 206C(1H) of the
IT Act applies
➢ The CBDT has issued Circular No 13 of 2021 dated 30 June 2021

laying down guidelines under section 194Q of the Act. It inter alia
provides that TDS under section 194Q of the Act shall not apply to
transaction in securities and commodities which are traded through
recognised stock exchanges or cleared and settled by the recognised
clearing corporation (including exchanges or corporation located in
IFSC).
79
No
➢ Given that the Circular does not provide clarity in respect of shares/
securities traded off-market, it is advisable that the investors obtain
specific advice from their tax advisors regarding applicability of
these provisions.
F. Amendments in the withholding tax provisions
Section 139A(5A) requires every person from whose income tax has been deducted under the provisions of chapter
XVIIB of the IT Act, to furnish his PAN to the person responsible for deduction of tax at source.
As per provisions of section 206AA of the IT Act, the payer would be obliged to withhold tax at penal rates of TDS in
case of payments to investors who have not furnished their PAN to the payer. The penal rate of TDS is 20 per cent or
any higher rate of TDS, as may be applicable, plus applicable surcharge and health and education cess.
Section 206AA of the IT Act provides that the provisions shall not apply to non-residents in respect of payment of
interest on long-term bonds as referred to in section 194LC and any other payment subject to such conditions as may
be prescribed.
Further, the CBDT, vide its notification dated 24 June 2016, has clarified that the provisions of section 206AA shall
not apply to non-residents in respect of payments in the nature of interest, royalty, fees for technical services and
payment on transfer of capital assets provided the non-residents provide the following information to the payer of
such income:
• Name, email-id, contact number;

• Address in the country or specified territory outside India of which the deductee is a resident;
• A certificate of his being resident in any country or specified territory outside India from the government of the
other country or specified territory if the law of that country or specified territory provides for issuance of such
certificate;
• Tax Identification Number of the deductee in the country or specified territory of his residence and in a case, no
such number is available, then a unique number on the basis of which the deductee is identified by the Government
of that country or the specified territory of which he claims to be a resident.
Further, as per section 206AB of the IT Act, with effect from 1 July 2021, payments made to specified persons will
be subject to TDS at rate which is higher of the following:
• twice the rate specified in the relevant provision of the Act; or

• twice the rate or rates in force; or
• the rate of 5%
In cases, where both section 206AA and section 206AB of the IT Act are applicable, taxes shall be deducted at higher
of the rate prescribed under both the sections.
For the purpose of section 206AB of the IT Act, specified person means any person-
• Who has not filed an income-tax return for the AY relevant to the previous year immediately preceding the
previous year in which tax is required to be deducted, and the prescribed time limit to file the income-tax return
has expired;
• The aggregate amount of TDS is INR 50,000 or more in each of these previous years
But other than a non-resident who does not have a permanent establishment in India.
G. General Anti Avoidance Rules (“GAAR”)
The General Anti Avoidance Rule (‘’GAAR’’) was introduced in the IT Act by the Finance Act, 2012. The Finance
Act, 2015 made the provisions of GAAR applicable prospectively from 1 April 2017. Further, income accruing,
80
arising, deemed to accrue or arise or received or deemed to be received by any person from transfer of investments
made up to 31 March 2017 would be protected from the applicability of GAAR.
Note 1: Tax Rates
Resident Individuals and Hindu Undivided Families:
The individuals and HUFs are taxed in respect of their total income at the following rates:
Slab Tax rate *

Total income up to Rs 250,000# Nil
More than Rs 250,000# but up to 5 per cent of excess over Rs 250,000

Rs 500,000@
More than Rs 500,000 but up to Rs 1,000,000 20 per cent of excess over Rs 500,000
+ Rs 12,500$
Exceeding Rs 1,000,000 30 per cent of excess over Rs 1,000,000
+ Rs 112,500$
@A resident individual (whose total income does not exceed Rs 500,000) can avail rebate under section 87A. It is
deductible from income tax before calculating health and education cess. The amount of rebate available would be
100 per cent of income-tax chargeable on his total income or Rs 12,500, whichever is less.
* plus surcharge if applicable and a health and education cess ('cess') of 4 per cent on the amount of tax plus
surcharge, if applicable).
#
for resident senior citizens of sixty years of age and above but below eighty years of age, Rs 250,000 has to be read
as Rs 300,000 and for resident senior citizens of eighty years of age and above (“super senior citizen) Rs 250,000’
has to be read as Rs 500,000.
$
Similarly, for resident senior citizens of sixty years of age and above but below eighty years of age, Rs 12,500 has to
be read as Rs 10,000 and Rs 112,500 has to be read as Rs 110,000. And for super senior citizen Rs 12,500 has to be
read as Nil and Rs 112,500 has to be read as Rs 100,000.
Alternatively, where an individual or a HUF exercises the option to be assessed to tax under the provisions of section
115BAC of the IT Act, the following shall be the rate of tax applicable. Further, the option to be assessed to tax in
accordance with the provisions of section 115BAC of the IT Act once exercised by an individual or HUF carrying on
business or profession for any previous year can be withdrawn only once for a previous year other than the year in
which it was exercised and thereafter, such individual or HUF shall never be eligible to exercise the option to be
assessed in accordance with the provisions of section 115BAC of the Act except where such individual or HUF ceases
to have any income from business or profession, in which case, the option to be assessed to tax as per the provisions
of section 115BAC of the IT Act shall be available:
Slab Tax rate *

Total income up to Rs 250,000 Nil
More than Rs 250,000 but up to Rs 500,000@ 5 per cent of excess over Rs 250,000
More than Rs 500,000 but up to 10 per cent of excess over Rs 500,000
Rs 750,000 + Rs 12,500
More than Rs 750,000 but up to 15 per cent of excess over Rs 750,000
Rs 1,000,000 + Rs 37,500
More than Rs 1,000,000 but up to 20 per cent of excess over Rs 1,000,000
Rs 1,250,000 + Rs 75,000
More than Rs 1,250,000 but up to 25 per cent of excess over Rs 1,250,000
Rs 1,500,000 + Rs 1,25,000
More than Rs 1,500,000 30 per cent of excess over Rs 1,500,000
+ Rs 1,87,500
@A resident individual (whose total income does not exceed Rs 500,000) can avail rebate under section 87A. It is
deductible from income tax before calculating health and education cess. The amount of rebate available would be
100 per cent of income-tax chargeable on his total income or Rs 12,500, whichever is less.
* plus surcharge if applicable – Refer Note 2 and a health and education cess of 4 per cent on the amount of tax plus
surcharge, if applicable).
81
Partnership Firms & LLP’s:
The tax rates applicable would be 30 per cent (plus surcharge if applicable – Refer Note 2 and a health and education
cess of 4 per cent on the amount of tax plus surcharge, if applicable).
Domestic Companies:
Base normal
tax rate on income
Base MAT
Type of Domestic company (other than income
rate
chargeable at special
rates)
Domestic companies having turnover or gross receipts of 25 per cent 15 per cent
upto Rs 400 Cr in FY 2020-21
Domestic manufacturing company set-up and registered 25 per cent 15 per cent
on or after 1 March 2016 subject to fulfilment of
prescribed conditions (Section 115BA)
Any domestic company (even if an existing company or 22 per cent Not applicable
engaged in non-manufacturing business) has an option to
avail beneficial rate, subject to fulfilment of prescribed
conditions (Section 115BAA)
Domestic manufacturing company set-up and registered 15 per cent Not applicable
on or after 1 October 2019 and commences
manufacturing upto 31 March 2023, has an option to avail
beneficial rate, subject to fulfilment of prescribed
conditions (Section 115BAB)
Domestic companies not falling under any of the above 30 per cent 15 per cent
category
Note 2: Surcharge (as applicable to the tax charged on income)
Non-corporate assesses (other than firm, co-operative societies and FIIs):
Particulars Rate of Surcharge

Where total income (including dividend income and income Nil
under the provisions of section 111A, section 112A and section
112 of the IT Act) does not exceed Rs 50 lacs
Where total income (including dividend income and income 10 per cent on total tax
under the provisions of section 111A, section 112A and section
112 of the IT Act) exceeds Rs 50 lacs but does not exceed Rs 1
crore
Where total income (including dividend income and income 15 per cent on total tax
under the provisions of section 111A section 112A and section
112 of the IT Act) exceeds Rs 1 crore but does not exceed Rs 2
crore
Where total income (excluding dividend income and income 15 per cent on total tax
under the provisions of section 111A, section 112A and 112 of The Finance Act, 2022 from FY
the Act) does not exceed Rs 2 crore but total income (including 2022-23 has capped the
dividend income and income under the provisions of section surcharge rates for long-term
111A, section 112A and 112 of the Act) exceeds Rs 2 crore gains chargeable to tax under
section 112 of the IT Act.
Where total income (excluding dividend income and income - 25 per cent on tax on
under the provisions of section 111A, section 112A and section income excluding
112 of the IT Act) exceeds Rs 2 crore but does not exceed Rs 5 dividend income and
crore income under the
provisions of section
82
111A, section 112A and
section 112 of the IT Act
- 15 per cent on tax on
dividend income and
income under the
111A section 112A and
The Finance Act, 2022

from FY 2022-23 has
capped the surcharge
rates for long-term gains
chargeable to tax under
section 112 of the IT Act as
well.
Where total income (excluding dividend income and income - 37 per cent on tax on
under the provisions of section 111A, section 112A and section income excluding
112 of the IT Act) exceeds Rs 5 crore dividend income and
income under the
section 112 of the IT Act

dividend income and
income under the
The Finance Act, 2022

from FY 2022-23 has
capped the surcharge
rates for long-term gains
chargeable to tax under
section 112 of the IT Act as
well.
Note: The Finance Act, 2022 from FY 2022-23 has capped the surcharge rates for long-term gains chargeable to tax
under section 112 of the IT Act as well.
FIIs (Non – corporate):
Particulars Rate of Surcharge

Where total income (including dividend income or income of the Nil
nature referred to in section 115AD(1)(b) of the IT Act) does not
exceed Rs 50 lacs
Where total income (including dividend income or income of the 10 per cent on total tax
nature referred to in section 115AD(1)(b) of the IT Act) exceeds
Rs 50 lacs but does not exceed Rs 1 crore
Where total income (including dividend income or income of the 15 per cent on total tax
nature referred to in section 115AD(1)(b) of the IT Act) exceeds Rs
1 crore but does not exceed Rs 2 crore
Where total income (excluding dividend income or income of the 15 per cent on total tax
nature referred to in section 115AD(1)(b) of the Act) does not
83
exceed Rs 2 crore but total income (including dividend income or
income of the nature referred to in section 115AD(1)(b) of the Act)
exceeds Rs 2 crore
Where total income (excluding dividend income or income of the - 25 per cent on tax on
nature referred to in section 115AD(1)(b) of the IT Act) exceeds Rs income excluding
2 crore but does not exceed dividend income or
Rs 5 crore income of the nature
referred to in section
115AD(1)(b) of the IT Act
dividend income or
income of the nature
Where total income (excluding dividend income or income of the - 37 per cent on tax on
nature referred to in section 115AD(1)(b) of the IT Act) exceeds Rs income excluding
5 crore dividend income or
dividend income or
For assessees other than those covered above:
Particulars Rate of surcharge applicable

Nil where total income does not
exceed
Rs 1 crore
From FY 2022-23 7 per cent
where total income exceeds Rs 1
Non-corporate taxpayers being firms and co-operative societies
crore but does not exceed Rs 10
crore
From FY 2022-23 12 per cent
where total income exceeds Rs 10
crore
exceed
Rs 1 crore
7 per cent where total income
Domestic companies (other than companies availing benefit under exceeds Rs 1 crore but does not
section 115BAA and section 115BAB of the IT Act) exceed
Rs 10 crore
exceeds
Rs 10 crore
Domestic companies availing benefit under section 115BAA and 10 per cent (irrespective of total
section 115BAB of the IT Act income)
exceed Rs 1 crore
Foreign Companies (including corporate FIIs) exceeds Rs 1 crore but does not
exceed Rs 10 crore
84
Particulars Rate of surcharge applicable
exceeds
Rs 10 crore
A health and education cess of 4 per cent is payable on the total amount of tax plus surcharge.
Notes:
• The above statement sets out the provisions of law in a summary manner only and is not a complete analysis or
listing of all potential tax consequences of the purchase, ownership and disposal of NCD.
• The above statement covers only certain relevant direct tax law benefits and does not cover benefit under any other
law.
• The above statement of possible tax benefits is as per the current direct tax laws relevant for the Assessment Year
2023-24 pursuant to the financial year 2022-23 after considering the amendments made by the Finance Act 2022.
• This statement is intended only to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is
advised to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the
NCD of the Company.
• In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any
benefits available under the relevant DTAA, if any, between India and the country in which the non-resident has
fiscal domicile.
• No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We
do not assume responsibility to update the views consequent to such changes.
85
SECTION IV - ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The information under this section has been derived and extracted from the industry report titled “Industry Report on
Financial Services” dated August 22, 2022 prepared by CARE Advisory Research & Training Limited (“CART”) in an
“as is where is basis” and the industry and third-party related information in this section has not been independently
verified by us, the Lead Manager, or any of our or their respective affiliates or advisors. The information may not be
consistent with other information compiled by third parties within or outside India. Industry sources and publications
generally state that the information contained therein has been obtained from sources it believes to be reliable, but their
accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured. Industry
and Government publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends. Industry and Government sources and publications may also base their information on estimates,
forecasts and assumptions which may prove to be incorrect. Accordingly, investment decisions should not be based on
such information. Figures used in this section are presented as in the original sources and have not been adjusted, restated
or rounded-off for presentation in this Tranche II Prospectus. The recipient should not construe any of the contents in this
report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own
business, financial, legal, taxation, and other advisors concerning the transaction. The information in this section must be
read in conjunction with “Risk Factors” and “Our Business” on pages 17 and 119.
Economic Outlook
Global Economy
As per the International Monetary Fund (IMF)’s World Economic Outlook growth projections released in July 2022, the
world economy grew by 6.1% in CY21 majorly due to economic recovery and the lower base. For CY22, projection for
global economic growth slashed to 3.2% citing disruptions due to the Russia-Ukraine conflict and higher-than-expected
inflation worldwide. The IMF projects world economy growth between 2.9%-3.6% on year on year (Y-o-Y) basis for
next 5 years.
For the major Advanced economies group, the revision in July 2022 growth outlook from previous outlook published in
April 2022 is largely negative. One of the major country from this group is United States. The baseline growth for United
States is revised down by 1.4 percentage points and 1.3 percentage points in CY22 and CY23 respectively. This revision
indicates significantly less momentum in private consumption and in part reflects the erosion of household purchasing
power.
For the Emerging market and developing economies group as well, the revision in July 2022 outlook from the previous
April 2022 outlook is broadly negative. This downgrade is primely reflection of sharp slowdown of China’s economy
and the moderation in India’s economic growth. With a 1.1 percentage point downgrade, growth outlook of China for
CY22 is estimated to be 3.3%. This is the lowest growth in more than four decades, excluding the initial COVID-19 crisis
in CY20. Shanghai, a major global supply chain hub, entered a strict lockdown in April 2022 due to worrisome surge in
Covid-19 cases, forcing citywide economic activity to halt for about eight weeks. The worsening crisis in China’s property
sector is also dragging down sales and real estate investment.
The estimates for India’s GDP growth has been kept at 7.4% in CY22 while for CY23 the projection has been made of
6.1%. Compared to the previous outlook released in April 2022, these estimates are downgraded by 0.8 percentage point
in both CY22 and CY23. This downgrade is majorly reflection of less favorable external conditions and more rapid policy
tightening.
Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)
Country 2021 2022P 2023P

World Output 6.1 3.2 2.9
Emerging Market & Developing Economies:
India* 8.7 7.4 6.1
China 8.1 3.3 4.6
Advanced Economies:
Canada 4.5 3.4 1.8
Japan 1.7 1.7 1.7
86
Country 2021 2022P 2023P
United States 5.7 2.3 1.0
United Kingdom 7.4 3.2 0.5
Notes: P-Projection
*For India, data and forecasts are presented on a fiscal year basis and GDP from 2011 onward is based on GDP at
market prices with fiscal year 2011/12 as a base year.
**Includes Indonesia, Malaysia, Philippines, Thailand and Vietnam
Source: IMF – World Economic Outlook, April-2022
India to remain fastest growing economy transcending China
Despite of the turmoil in last two-three years, India bears good tidings for becoming USD 5 trillion economy by CY27.
According to the IMF dataset on Gross Domestic Product (GDP) at current prices for India, the current GDP is estimated
to be at USD 3.5 trillion for CY22 and projected to be at USD 5.5 trillion by CY27. The expected GDP growth rate of
India for coming years is almost double as that of world economy.
GDP growth trend comparison - India and China (Real GDP, Y-o-Y change in %)
10.0
8.0
6.0
4.0
2.0
0.0
2017
2013
2014
2015
2016
2018
2019
2020
2021
2024[P]
2022[P]
2023[P]
2025[P]
2026[P]
2027[P]
-2.0
-4.0
-6.0
-8.0
India China
Source: P- Projections; Source: IMF, World Economic Outlook Database (April 2022)
With the geopolitical tension between Russia-Ukraine, the economic consequences are anticipated to be serious in near
to medium term. Surge in Energy and commodity prices have added pressure to the existing global inflation. In Asia, the
biggest impact is expected to be felt among oil importers of Association of Southeast Asian Nations (ASEAN) economies,
India and frontier economies including some Pacific Islands. The other impact is likely to be seen in the neighbouring
economies due to disrupted trade and supply chains. Further, the reduced business confidence and higher investor
uncertainty will weigh on asset prices, tightening financial conditions and potentially spurring capital outflows from
emerging markets.
Besides this, India stands out as the fastest growing economy in the world. Outshining the growth rate of China, the
Indian economy is expected to grow at more than 6% rate in the coming years CY23-CY27.
Indian economy is paving its way towards becoming largest economy in the world. Currently, India is the third largest
economy globally in terms of Purchasing Power Parity (PPP) with ~7% share in global economy with China ~17% on
the top and United states ~15% being second. Purchasing Power Parity is an economy performance indicator denoting
price of an average basket of goods and services that a household needs for livelihood in each country. In spite of the
pandemic and the geo-political tensions in Europe, India has been one of the major contributors to world economy growth.
Indian Economy
GDP Growth and Outlook
87
The FY21 started with the country being hit by the pandemic which saw lockdowns and restrictions being imposed across
states. This impeded economic output in Q1FY21 and led to a year-on-year (y-o-y) decline of 23.8% in GDP. By the end
of Q4FY21, the economy preceded the way to recovery. In broader sense, the pandemic resulted to 6.6% of negative
growth for the FY21 for the economy.
The Indian economy bounced back strongly in Q1FY22 with 20.3% y-o-y growth due to low base. The easing of
lockdowns and restrictions across states since June coupled with the decline in Covid-19 cases and higher vaccination
rate facilitated higher economic activity at a faster than expected and this was reflected in the GDP for the Q2FY22 which
grew annually by 8.5%. The dip in Q3FY22 of 5.4% can be attributed to fading base effect. India’s economy recorded
modest growth at 4.1% in Q4FY22, down from 5.4% in the previous quarter. The economy was hit by the third wave of
Covid-19 during the quarter. Global supply bottlenecks due to the Russia-Ukraine dispute and higher input costs did
slowed the pace of recovery in the last quarter. Overall, in FY22, India is expected to have witnessed 8.7% growth.
RBI's GDP Growth Outlook (Y-o-Y %)
Month Q1FY23 Q2FY23 Q3FY23 Q4FY23 FY23

August’22 Outlook
(April’22 and June’22 Outlook - 16.2 6.2 4.1 4.0 7.2
Retained)
Feb’22 Outlook 17.2 7 4.3 4.5 7.8
Source: RBI press release dated August 05,2022; June 08, 2022; April 08, 2022 and February 28, 2022
With improvement in demand for contact-intensive sectors and positive business and consumer sentiment, the
discretionary spending and urban consumption can be expected to bolster economic growth. Along with growing
government support and push towards capex, the investment activities can be foreseen to stay upright through improving
bank credit and rising capacity utilization. On the other hand, elevated risks emanating from protracted geopolitical
tensions, the upsurge in global financial market volatility and tightening global financial condition also weigh heavily on
the growth outlook.
Taking all these factors into consideration, in August 2022, the RBI in its bi-monthly monetary policy meeting continued
to retain its real GDP growth projection at 7.2% for FY23. In February 2022 outlook released by RBI, the real GDP for
FY23 was pegged at 7.8% which later in April 2022 outlook was pared down to 7.2% and subsequently retained in June
2022 outlook.
Despite the global growth uncertainties, Indian economy is relatively better placed. The major headwinds to economic
growth are escalating geopolitical tensions, elevated global commodity prices and shortages of key inputs. However, the
bright spots for the economy are improving demand conditions, support from government capital expenditure and
improving business confidence. Various high-frequency growth indicators including purchasing managers index, auto
sales, bank credit, GST collections have shown improvement in the first few months of FY23.
Despite of high food and fuel inflation pressure, the normalizing employment situation after the opening up of economy
is expected to improve and provide support to consumption expenditure.
Public investment is expected to exhibit healthy growth as the government has budgeted for a strong capital expenditure
growth in FY23. The private sector’s intent to invest is also showing improvement as per the data on new investment
projects announced. However, the sharp rise in commodity prices and the economic uncertainties emanating from global
turbulence is likely to slow down the pick-up in the private investment cycle.
Among sectors, the industrial segment is expected to be negatively impacted due to high input prices. Nonetheless, with
flagship programmes like ‘Make in India’ and the Production Linked Incentive (PLI) schemes the government is
continuing to provide the support to boost the industrial sector. Service sectors are expected to see a bounce back in FY23
with a return to economic normalcy. However, in the services sector, some segments like Information Technology would
feel the pinch of slowing in US economic growth.
Overview of Non-Banking Financial Company
Non-banking financial institutions (NBFIs) comprise a heterogeneous group of financial intermediaries. Those under the
regulatory purview of the Reserve Bank consist of:
88
• All-India financial institutions (AIFIs) that include National Bank for Agriculture and Rural Development
(NABARD), the Export Import (EXIM) Bank of India, the Small Industries Development Bank of India (SIDBI) and
the National Housing Bank (NHB) are apex financial institutions that play an important role in meeting the long-
term funding requirements of agriculture and the rural sector, foreign trade, small industries, housing finance
companies (HFCs), NBFCs, Micro Finance Institutions (MFIs) and other specialised segments and institutions.
• Non-banking financial companies (NBFCs) are government/public/private limited companies that specialise in
delivering credit to a wide variety of specific segments, ranging from infrastructure to consumer durables and vehicle
financing. Housing finance companies (HFCs) extend housing finance to individuals, co-operative societies,
corporate bodies and lease commercial and residential premises to support housing activity in the country.
• Primary dealers (PDs) came into existence in 1995 and act as market makers in the government securities (G-secs)
market, besides ensuring subscription to primary issuances.
Non-Banking Financial Companies (NBFCs) play an important role in the Indian financial system by complementing and
competing with banks, and by bringing in efficiency and diversity into financial intermediation. NBFCs have evolved
considerably in terms of operations, heterogeneity, asset quality and profitability, and regulatory architecture.
The consolidated balance sheet of the NBFCs expanded at a slower pace in 2018-19 and in the first half of 2019-20 in
the aftermath of IL&FS default and rating downgrades of a few companies. NBFCs’ credit growth continued, supported
by bank borrowings. Although gross non-performing assets (GNPA) ratio showed an uptick, their capital position
remained stable. Housing Finance Companies (HFCs) experienced deceleration in credit growth and muted profitability
as market confidence in the sector waned. The Reserve Bank and the Government took several measures to address these
challenges by enhancing systemic liquidity and strengthening the governance and risk-management framework of
NBFCs, including HFCs. The consolidated balance sheet of AIFs expanded on the back of robust credit growth,
particularly due to augmentation of line of credit by NABARD.
Structure of NBFIs
Structure of NBFIs under the Reserve Bank Regulations
Source: RBI
Note: Figures in bracket indicates number of Institutions as of Sep 21
Non-banking financial institutions (NBFIs) are a group of diverse financial intermediaries which, in a bank-dominated
financial system like India, serve as an alternative channel of credit flow to the commercial sector. Among the various
institutions that perform this function, those regulated by the Reserve Bank are AIFIs, NBFCs, PDs and HFCs.
Although merchant banking companies, stock exchanges, companies engaged in the business of stock-broking/sub-
broking, venture capital fund companies, nidhi companies, insurance companies and chit fund companies are NBFCs,
they have been exempted from the requirement of registration with the Reserve Bank under Section 45-IA of the RBI
Act, 1934.
89
The Finance (No.2) Act, 2019 (23 of 2019) has amended the National Housing Bank Act, 1987, conferring certain powers
for regulation of housing finance companies (HFCs) with the Reserve Bank of India. HFCs are henceforth treated as a
category of NBFCs for regulatory purposes. NBFCs specialize in delivering credit to a wide variety of niche segments,
ranging from infrastructure to consumer durables.
NBFC Credit Growth
Gross Credit Deployed by NBFCs
40
27.0 28.5
30
Rs. lakh crores
23.0 24.6
20
10
0
Mar-19 Mar-20 Mar-21 Mar-22
Source: RBI, CareEdge Research
To maintain the asset quality post the moratorium in the first half of FY22, NBFCs were more cautious while deploying
any fresh credit which led to slight decline in NBFCs total credit deployed. With the growing economy activity, increased
liquidity and strong balance sheet coupled with high provisions are expected to support asset quality and credit growth
for NBFCs.
Sectoral distribution of NBFCs' credit
100% 5.9 4.7

90% 15.7 17.9 16.4
16.6 15.8
80% 14.5 12.2 15.3
70% 19.5 23.3
60%
28.6 29.1 27.4
50%
40%
30% 54.8 53.6
20% 39.3 39.3 39.1
10%
0% 3.1 2.6 2.0 1.4 1.8
Mar-19 Mar-20 Mar-20 Mar-21 Mar-22
Outstanding as on
Agriculture and Allied Activities Industry Retail Loans Services Other Non-food Credit

Note: Others includes Food credit and Other non-food credit
The industry sector has remained the largest recipient of credit extended by NBFCs followed by retail loans, services,
other non-food credit, and agriculture & allied activities. Following the IL & FS crisis, NBFCs’ exposure to the
manufacturing declined, as per data published by RBI, as NBFCs were facing liquidity crunch and were hesitant to deploy
long term credit to industry. However, after recovering from the IL & FS crisis and the impact of the COVID-19
pandemic, NBFCs have improved liquidity and stronger balance sheets. NBFCs have increased the amount of credit
deployed to industry on account of an improved demand for credit amid the reopening of the economy and resumption
of manufacturing activities. As of March 2022, industry credit contributed to Rs. 11.1 lakh crores that is around 40% of
NBFCs gross credit deployed, according to the RBI.
90
While NBFCs’ credit to industry is growing, their credit to services is declining majorly on account of the decline in
credit to the commercial real estate sector and retail trade. The commercial real estate sector and the retail trade sector
were highly impacted during the COVID-19 pandemic as the nationwide lockdown halted construction activities and the
movement of people and goods. However, in FY22 NBFCs credit to services has increased on account of improved
demand from transport operators, professional services and other NBFCs. As of March 2022, as per data published by
RBI, credit deployed to the service sector contributed to Rs. 4.4 lakh crores that is around 15.3% of NBFCs gross credit
deployed.
Retail loans comprise housing loans, vehicle loans, loans against gold, consumer durable loans and other such personal
loans. In 2019, retail credit accounted for around 26% of total credit deployed by NBFCs. As of March 2022, the
contribution of retail loans increased to nearly a third of NBFCs gross credit deployed, which stood at Rs. 28.5 lakh
crores.
Asset Quality
GNPA Ratio and NNPA Ratio

7%
6%
6.5% 6.4% 6.3% 6.2%
5%
5.6% 5.3%
4%
3% 4.1%
2% 3.3% 3.2% 3.3%
2.9%
2.5%
1%
0%
Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22
GNPA Ratio NNPA Ratio

Note: Data is provisional
The asset quality of NBFCs which has seen an improvement by the end of FY21 on account of high provisions and
marginal improvement in capital adequacy. However, As per RBI, GNPA of NBFCs, saw an uptick at the end of
December 2021 owing to revised income recognition asset classification and provisioning (IRACP) norms. As of March
2022, GNPA and NNPA of NBFCs increased to 6.2% and 3.3% respectively. NBFCs overall asset quality is largely
impacted due to their high concentration towards the industrial sector.
Capital Adequacy
As of December 2021, NBFCs’ CRARs improved further, attributable to an increase in the level of Tier-I capital, retained
earnings and moderation in NPA. NBFCs are well capitalised, with their capital to risk-weighted asset ratio (CRAR) well
above the stipulated level of 15 per cent. For a sample of 155 NBFCs, as per RBI data, CRAR was 26.7% as of March
2022.
91
Capital Position of NBFC
26.8 26.7
22.8 23.7
20.1
Percentage
Mar-18 Mar-19 Mar-20 Mar-21 Mar-22

For the period ended CRAR
Source: Supervisory Returns, RBI

Capital to Risk- Weighted Assets Ratio (CRAR) is Tier 1+Tier 2 Capital by Risk-weighted Assets
Note: Capital adequacy ratio for Mar-22 is for a sample of 155 NBFCs (9 deposit taking NBFCs and 146 non-deposit
taking systemically important (NDSI))
Overview of Housing Sector & NBFCs – Housing Finance Sector in India
Overview of Indian Housing Sector
The real estate industry is one of the most crucial and recognized sectors across the globe. The industry can be further
segmented into four sub-sections – housing, commercial, retail, and hospitality. Of these, the residential segment
contributes to around 80 percent of the overall sector. The growth of the overall real estate industry also depends on the
growth in the corporate environment and the demand for office spaces, urban and semi-urban accommodations. The
construction industry is therefore one of the major sectors in terms of its direct, indirect, and induced impacts on all
sectors of the economy.
The housing finance sector in India comprises financial institutions, scheduled commercial banks, regional rural banks,
agriculture, and rural development banks, housing finance companies, state-level apex cooperative housing finance
society, NBFCs, Finance institutions (“MFIs”), and self-help groups.
• Housing development is a key driver of broader economic and community development, employment creation, asset
creation, and wealth accumulation.
• Government has shown keen interest in this industry and hence taken various steps through their policy making such
as Real Estate Regulatory Act (RERA), Benami Transactions Act, boost to affordable housing construction and
Interest subsidy to home buyers.
• The Government is making ample of efforts towards affordable housing finance such as the Pradhan Mantri Awas
Yojana (PMAY) which was launched in June 2015 to provide affordable housing to the urban poor. In February 2022
the Government has allocated an outlay of Rs. 48,000 crores under PMAY towards the construction of 80 lakh homes.
• As of 28th July 2022, total number of houses completed under the Pradhan Mantri Awas Yojana (Urban) – PMAY
(U) has reached around 61 lakhs. As of December 2019, under PMAY (U), nearly 113 lakh houses have been
sanctioned in urban areas. This scheme is expected to ramp up affordable housing and construction in the country
and give a boost to the real estate sector.
92
NHB India Housing Price Index
125
120
120
117
115
115 114 114
112 112 112
111
110
105
Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22
Sources: NHB Residex, CareEdge Research
Note: HPI @ Assessment Prices (average)
Market share of banks and HFCs in housing finance
A rapid growth of housing loans in banks’ portfolio over the last two decades has resulted in housing loans becoming a
significant component of the overall loan portfolio of banks. Similarly, housing loans form a large chunk of HFCs loan
portfolio more than half of HFCs loan book comprises of housing loans. As of March 2022, outstanding individual
housing loans by SCBs were around Rs. 16.8 lakh crores i.e. 63% of the total outstanding home loans. Outstanding
housing finance by HFCs were around Rs. 9.9 lakh crores i.e. 37% of the total outstanding home loans.
Market Share of Bank and HFCs in overall housing finance portfolio
39% 37% 36% 37%
61% 63% 64% 63%
FY19 FY20 FY21 FY22
Banks HFCs
Source: CareEdge Research
As can be seen in above, the HFCs have more than 35% market share in housing loans disbursed in India. However,
banks also purchase housing loan portfolios from other intermediaries and so the stock of loans outstanding may not
reflect the proportion of disbursements.
Performance Overview of HFCs
Housing finance companies (HFCs) are specialised lending institutions which, along with SCBs, are the main providers
of housing finance. HFCs’ credit towards housing finance improved by around 18% y-o-y in FY22 whereas SCBs’
housing finance portfolio grew at around 13% y-o-y in FY22.
Outstanding Housing Finance Portfolio
93
18 16.8
16 14.9
13.6
14
Rs. lakh crores
11.6
12 9.9
10 8.0 8.4
7.4
8
6
4
2
0
FY19 FY20 FY21 FY22
Period Ended HFC SCBs
Source: RBI, CareEdge Research, Data is provisional for FY 22
Soundness Indicators
NPA Ratios of HFC
6.7% 7.7%
4.7%
2.8% 2.8%
1.3% 1.4%
1.1% 1.6%
0.5% 0.6% 0.8%
Period ended GNPA NNPA

Note: GNPA and NNPA ratio for 2022 is the weighted avg. asset quality of 5 HFCs constituting 80% market share.
Capital requirements (CRAR)
Every housing finance company is required to maintain a minimum capital ratio on an ongoing basis consisting of Tier-I
and Tier-II capital which shall not be less than 13% as on March 31, 2020; 14% on or before March 31, 2021; and 15%
on or before March 31, 2022 and thereafter of its aggregate risk weighted assets and of risk adjusted value of off-balance
sheet items. The Tier-I capital, at any point of time, shall not be less than 10%. The total of Tier-II capital, at any point
of time, shall not exceed 100% of Tier-I capital.
Total borrowings as a Public deposits as a

Timeline Tier 1 ratio Minimum CAR
ratio of NOF ratio of NOF
March 31, 2020 10% 13% 14 times 3 times
Mortgage-to-GDP ratio
Mortgages have become a popular means of facilitating the purchase of a house across all segments – even though the
needs and product requirements vary significantly across the segments. India has a very low mortgage-to-GDP ratio
compared to other countries. This ratio is expected to grow significantly over the next few years.
94
Mortgage to GDP Ratio – India
14%
11.0% 11.4%
12%
9.4%
10% 8.3%
7.4%
8%
6%
4%
2%
0%
2017-18 2018-19 2019-20 2020-21 2021-22
Note: Mortgage indicates SCBs credit towards housing finance
Given the unmet demand for housing and low penetration of mortgages in India, the housing market, and the financing
market associated with it, is expected to see secular growth over the next many years.
CareEdge estimates the growth in housing loans of NBFCs and HFCs to have been around 6-8% in Fiscal 2022. CareEdge
expects the housing finance sector to grow by 10% in Fiscal 2023 primarily due to sustained demand from the affordable
housing segment. At present, there is a huge unmet demand for affordable housing in India. However, the bottoming out
of interest rates amid high property prices will continue to be a key monitorable for the housing finance segment as a
whole.
Lending rates of banks, and consecutively, housing financiers are projected to inch up in Fiscal 2023 after registering a
deceleration in Fiscal 2021. Interest rates on loans eased sharply following an expansionary monetary policy as the
coronavirus pandemic prompted the central bank to prioritise growth and recovery. Interest rates subsequently remained
benign during Fiscal 2022 as weak investment climate, muted demand for fresh credit and recurrent COVID-19 waves
kept a lid on credit growth.
The ongoing Fiscal year is likely to witness a gradual restoration of benchmark policy rates on account of food inflation
and fuel inflation led by geopolitical tensions. CareEdge expects this to translate into a bottoming out of interest rates
although the nascent recovery in credit growth will ensure that interest rates do not rise sharply. Some larger banks have
already announced an upward revision in their lending rates and CareEdge expects this to increase the cost of funds for
housing financiers. Resultantly, the effective lending rates of housing finance companies are projected to inch up. A rise
in interest rates is unlikely to bode well for the recovery of the economy and may dissuade consumers, particularly retail
consumers, from actively seeking home loans. CareEdge expects there will be a rise in lending rates amidst high property
prices and a hike in stamp duty of Tier 1 cities, which will make high-priced homes more expensive. The effective hike
in prices will affect the affordability of homes leading to a slower growth in property sales and housing finance.
The Government is making ample of efforts towards affordable housing finance, such as the Pradhan Mantri Awas Yojana
(“PMAY”), which was launched in June 2015 to provide affordable housing to the urban poor. In February 2022, the
Government allocated an outlay Rs. 48,000 crores under PMAY towards the construction of 8 crore homes. While
CareEdge expects this to facilitate the affordable housing segment, it is unlikely that the benefits will be witnessed during
the ongoing Fiscal year itself. CareEdge expects the outcome of this additional outlay under PMAY in the medium term
to remain contingent upon the efficient construction and timely delivery of houses. Data as per PMAY indicates a
completion rate of around 48% for the affordable housing program. Since inception, the Government sanctioned 115 lakh
houses under PMAY, of which 56 lakh were completed as of November 2021. CareEdge expects affordable housing
demand to gain slight momentum on account of Government incentives. CareEdge expects the overall boost in demand
in the residential segment to aid the need for housing finance.
MSME Finance
Micro, Small and Medium Enterprises (MSME) sector has emerged as a highly vibrant and dynamic sector of the Indian
economy over the last five decades. It contributes significantly in the economic and social development of the country by
fostering entrepreneurship and generating large employment opportunities at comparatively lower capital cost, next only
to agriculture. MSMEs are complementary to large industries as ancillary units and this sector contributes significantly
in the inclusive industrial development of the country.
95
The MSMEs are widening their domain across sectors of the economy, producing diverse range of products and services
to meet demands of domestic as well as global markets.
Credit growth in MSME lending
In FY 2021, the country disbursed loans worth Rs. 9.5 lakh crores to MSME sector, which is higher than preceding years
of 6.8 lakh crores in FY 2020. This sharp jump in MSME lending in 2021 has been supported by Atmanirbhar Bharat
scheme of ECLGS which provided 100% credit guarantee to lenders.
NBFCs’ credit deployed to MSMEs engaged in the manufacturing sector as per RBI was on a downtrend and stood at Rs.
50,372 crores as of March 2020 due to a combination of weakened demand from MSMEs and nagging liquidity issues of
NBFCs. NBFCs mainly deploy credit to MSMEs belonging to the services and agricultural sectors. In comparison, bank
credit to MSMEs witnessed a consistent growth. Bank credit deployed to MSMEs witnessed an improvement in the year
ending March 2021 and strengthened further in the first half of Fiscal 2022 on account of a resurgence in demand from
MSMEs as well as support from the Central Government by way of credit guarantee. The emergency credit line guarantee
scheme or the ECLGS scheme announced by the Government in May 2020 after the pandemic hit the country in March
2020 revived credit offtake by MSMEs. The scheme was introduced to help mitigate the economic distress faced by
MSMEs by providing them additional funding in the form of a fully guaranteed emergency credit line.
The credit extended towards MSME has increased significantly as during the COVID-19 pandemic, the Government
encouraged banks to extend credit to MSMEs and aid them to buffer the effects of the pandemic. And as micro and small
enterprises were more vulnerable, the credit towards them during the pandemic increased significantly during the Fiscal
2021, as per data published by the RBI. On the other hand, medium enterprises were able to buffer the effects of pandemic
to a certain extent. Although the credit towards medium enterprises increased over the previous Fiscal year, the growth
was moderate compared to growth in credit extended to micro and small enterprises.
Recent Developments
• The government has revised definition for micro, small and medium enterprises (MSMEs). The government will now
accord MSME status to retailers and wholesale traders. The decision will benefit 2.5 crores retail and wholesale traders
in the country. This is a positive move to provide easier access to credit and loans millions of retailers and wholesalers
to modernise and expand their business. It will aid in boosting informal retail sector’s contribution towards GDP &
overall economic growth.
• In April 2021, the non-banking finance companies (NBFCs) requested the Reserve Bank of India to extend the one-
time restructuring scheme of MSME advances till March 31, 2022, as these players are unable to revive their
businesses.
• In March 2021, the Ministry of MSME, through the Development Commissioner (DC-MSME) implemented the
Technology Centre Systems Program (TCSP) to establish 15 new Technology Centres (TC). The centres provide
assistance to the industry predominantly MSMEs in General Engineering, Automotive, Fragrance & Flavour and
ESDM sectors.
• In March 2021, the Finance Ministry allowed private retirement funds to invest up to 5% in Category I & II AIFs
regulated by SEBI; this will help widen the fundraising options for MSMEs and expand the domestic pool of capital
• Category 1 AIFs consists of infrastructure, venture capital, angel and social venture funds. Category II AIFs covers
funds where at least 51% of the size can be invested in either infrastructure, SMEs, venture capital or social welfare
entities
• In March 2021, MSME support and development organisation, National Small Industries Corporation (NSIC)
announced that they will assist MSMEs working with the Agricultural and Processed Food Products Export
Development Authority (APEDA) across multiple areas
• The relationship will also support promotion of green & sustainable manufacturing technology for MSME clusters,
enabling units to switch to sustainable and green production processes and products
• In February 2021, Walmart's Vriddhi programme was extended to Uttar Pradesh, with launch of an e-institute to
facilitate small businesses in granting access to skills and competencies across online and offline platforms such as
96
Flipkart's marketplace and Walmart's global supply chain. The company stated that this new e-institute will benefit
50,000 MSMEs across the country to expand domestically and globally.
• In February 2021, Indian Bank signed a memorandum of understanding (MOU) with the Society for Innovation and
Development (SID), a project of the Indian Institute of Science, to provide exclusive credit to start-ups and MSMEs.
• In February 2021, the Small Industries Development Bank of India (SIDBI), a financial institution dedicated to the
promotion, financing, and development of micro, small, and medium enterprises (MSMEs), signed an agreement with
the government of Andhra Pradesh to help expand the state's MSME ecosystem.
• Udyam Registration: In 2020, the Ministry classified MSMEs based on investment in plant & Machinery/equipment
and turnover of MSMEs as a composite criteria for classification. Initially, the process was filed by Udyog Aadhaar
Memorandum which is now replaced by 'Udyam' registration on a portal developed by this Ministry.
• Exemption from requirement of having GSTIN: The ministry has exempted from the requirement of having GSTIN
shall be as per the provisions of the Central Goods and Services Tax Act, 2017, that will lead to increase in the
registration on Udyam Registration portal.
• Also, the Government has included Retail and Wholesale Trades as MSMEs from 2nd July, 2021 and are allowed to
be registered on Udyam Registration Portal. The Government has also included Street Vendors as Retail Trades as
MSMEs from 2nd August, 2021.
Conclusion
The MSME sector is the driving force of the Indian economy and has major potential to spur industrialisation across the
economy. However, this sector is small in terms of the scale of operations and business size. MSMEs employ a large
number of people, making the sector a key contributor to the economic development of the country. The sheer number of
people in the workforce has also led to the Government disbursing various kinds of support and benefits.
In the coming months, CareEdge expects MSMEs to recover from the effects of the pandemic and input inflation and
grow on account of increased demand for finished products, availability of labour, improved use of digital solutions
adopted during the pandemic.
In addition, the extension of the Emergency Credit Line Guarantee Scheme (“ECLGS”) to March 31, 2023 is aimed at
assisting MSMEs in availing credit that is required to ensure recovery, and is likely to aid in the recovery and growth of
this sector. Besides, an additional Rs. 2 trillion provided by the Government through the Credit Guarantee Trust for Micro
and Small Enterprises (“CGTMSE”) is also expected to further encourage growth of the sector. CareEdge expects these
initiatives to stimulate credit outreach to MSMEs, provide last-mile financial inclusion and promote job creation in the
sector.
MSMEs have to generate employment opportunities, improve performance, transform their business operations and carry
out technology-based production and invest in research and development activities. In addition to this, CareEdge expects
MSMEs to contribute more than 40% of India’s nominal gross domestic product (“GDP”) by Fiscal 2025 for which it
will require immense support from the Government, institutions and banks.
Wholesale Finance
Wholesale finance refers to loans disbursed by banks to corporates belonging to the manufacturing and services sector.
The profile of wholesale credit in 2020-21 reflects a subdued credit situation across bank groups, pointing to risk aversion
and muted demand weighing on the outlook. The coronavirus pandemic halted industrial activity during the June 2020
quarter. Production was stalled and factories remained shut. Even with the gradual reopening of the economy and the
lifting of lockdown restrictions across states, companies were unable to fully utilize existing capacities on account of
muted demand across segments. With existing capacities not used optimally, companies were in no requirement of
financing from banks. Additionally, the recessionary fears brought by the pandemic likely put the corporate sector in a
wait-and-watch mode. Companies were and are expected to wait for demand to pick up discernibly and sustain before
wanting to secure new loans for any projects or capacity expansions. This translated into credit to industry showing a
severe slowdown during the first half of 2020-21 before falling into the negative territory from October 2020 onwards.
97
Wholesale began showing a growth over the previous from March 2021 but the growth was nominal at less than half a
per cent. The latest data published by the RBI shows that wholesale credit picked up in FY22 and registered an 8.1%
growth over FY21. This revival in growth was on account economic growth following waning of the pandemic and
increased vaccination.
Growth in wholesale Credit

10.0%
8.1%
8.0% 7.1%
Y-o-Y Growth
6.0%
4.0%
2.0%
0.5%
0.0%
2019-20 2020-21 2021-22
Year
For the purpose of wholesale credit analysis, funded amount outstanding of companies (which account for about 88% of
the total funded amount outstanding to wholesale obligors) has been considered as opposed to other organisational forms
such as cooperatives, partnerships, trusts and societies. The market capitalisation of central public sector enterprises
(CPSEs) has, however, fallen in an otherwise bullish equity market, implying muted market expectations about value
creation through the PSU channel.
Sequential growth in credit
14%
12%
Q-o-Q Growth in %
10%
8%
6%
4%
2%
0%
-2% Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 Sep-21 Dec-21 Mar-22
-4%
-6%
Quarter ended
Wholesale credit Retail credit
Wholesale loans remained subdued during the beginning of FY21 on account of pandemic-led lockdowns. The sequential
growth in wholesale loans began improving following a resumption in economic activities in September 2021 quarter.
Although the second wave impacted wholesale loans, the demand for wholesale loans picked up in H2FY22. Wholesale
loans grew by 5.8% in the March 2022 quarter over the December 2021 quarter.
Retail loan growth continued its momentum during FY21. While the initial months of the pandemic slowed down retail
loan growth a tad, retail loans began increasing ahead of the festive season as slightly better off consumers began
loosening their purse strings after being forced to save for close to five months. The rate of growth of retail loans improved
in FY21. The second wave of the pandemic had virtually no impact on retail loans. Retail loan growth stood at 9.7%
during the March 2022 quarter over the December 2021 quarter.
98
Conclusion
With banks reducing exposure to real estate developers in the past 2-3 years, non-banks have been the primary lenders to
this segment. However, liquidity constraints faced by weaker non-banks since the second half of fiscal 2019 is unable to
growth more credit.
As non-banks focus on managing liquidity, lending to this segment is likely to remain weak, this may lead to a slowdown
in real estate construction activity. Also, the impact of COVID -19 need to be taken into account while considering the
growth outlook for short term. Over a longer period of time horizon of 3-5 years credit off take should increase keeping
in mind the various policies to be undertaken by government for the to reach US$ 5 trillion GDP goal for Indian Economy.
Indian Capital Market Outlook
Index Movement
The role of capital markets is to act as a platform between buyers and suppliers engaging in trading of financial securities
such as stocks, bonds and various other securities. Capital markets help in mobilization of resources and allocation of
funds. The capital markets aid in providing long term funds to the corporate sector by channelizing savings and
investments between individuals who have capital and entities in need of funds.
21,000 65,000
60,000
19,000
55,000
17,000
50,000
15,000
Sensex
45,000
13,000 40,000
35,000
11,000
30,000
9,000
25,000
7,000 20,000
Sep-19
Sep-20
Sep-21
Jun-19
Dec-19
Jun-20
Dec-20
Jun-21
Dec-21
Mar-19
Mar-20
Mar-21
Mar-22
Nifty Nifty Financial Services Sensex
Source: NSE, BSE, CareEdge Research
The Indian capital markets have been on a steady growth trajectory since May 2020. The Government's decision of
imposing a nationwide lockdown triggered cold feet in the markets and subsequently, both Nifty and Sensex crashed to
multi-year lows. However, investors tried to use the temporary weakness in the market to build their portfolios and this,
coupled with a sharp cut in bank deposits, drew more investor participation in equities. This resulted in the indices
witnessing a return to growth as early as May 2020. Gradually, with a resumption of activities, rebound of trade and
presence of only localized lockdowns, the optimism in India's growth continued to strengthen. In the near term, the indices
are likely to grow at the slower pace amid the fluctuations in the market caused by increase interest rates by RBI, rise in
inflation and uncertainty surrounding the ongoing geo-political tensions.
Primary Market Trends (Public & Rights Issues)
2019-20 2020-21 2021-22

Particulars No. of No. of No. of
Amount Amount Amount
Issues Issues Issues
I. Public Issues (Debt) 34 14,984 18 10,587 28 11,589
(a) Public Issue (Equity) 60 21,322 57 46,060 121 112,568
(b) FPOs - - - - - -
99
(c)Rights Issues 16 55,642 21 64,059 43 26,327
II. Total Equity Issues
76 76,964 78 110,118 164 138,895
(a+b+c)
Grand Total (I+II) 110 91,948 96 120,706 192 150,484
Source: SEBI, CareEdge Research
Notes:1. Equity public issues also includes issues listed on SME platform.
2. From April, 2020 onwards the data of equity is being prepared based on the listing date.
3. The data of Debt is being prepared based on closing date.
During 2021-22, the number of total equity issues increased from 76 issues in 2019-20 to 164 issues in 2021-22, showing
more than 2x growth in just two years. In contrast, the number of debt issues has declined from 34 issues in 2019-20 to
28 issues in 2021-22.
Capital Raised by Listed Companies through Qualified Institutional Placements (QIPs)
Year Total No. of issues Amount (Rs. Crores)

2015-16 24 14,588
2016-17 20 8,464
2017-18 53 67,257
2018-19 14 8,678
2019-20 14 54,389
2020-21 31 78,738
2021-22 29 31,440
Source: SEBI, CareEdge
Trends in Depository Accounts
During March 2022, NSDL added 6.1 lakh demat accounts while CDSL added 22.4 lakh demat accounts. Cumulatively,
both the depositories have added 345.8 lakh new accounts in this fiscal year, with CDSL itself accounting for 296 lakhs
new demat accounts.
Monthly New Demat Accounts Added (in lakh)
Source: NSDL, CDSL
Wealth Management Overview
Wealth management plays a vital role in Corporate Advisory. It’s important to have a broad understanding of different
businesses to advice any corporate operating within a specific industry. While advisory services include strategic financial
planning, short and long term investments through different assets, hedge funds, due diligence, mergers and acquisitions
(M&A), private equity and more, risk management is also offered as advisory service.
100
Wealth management is also extended to the corporate employees through corporate employee benefit programmes.
Depository and Trustee Services are tailor made and designed for corporate promoters, to provide insightful information
on ensuring compliance on fund documentation, regulatory requirements and scheme particulars. In addition to this,
Promoter funding assistance plays a vital role while raising funds for business.
Wealth Management space in India is highly competitive with large number of domestic players in each segment except
UHNI segment which is dominated by global players. Change in investor attitude has leading to financialization of
savings with both MF AUM and folios growing at around 19% CAGR Indian Banks, NBFCs have higher top-of-mind
recall among investors, with 1 in 3 investors using them as a primary or secondary platform by 2023E.
India's Financial Wealth (USD trillion)
6 5.5
5
4 3.4
3.1
3
2
2
1 0.2
0
2000 2015 2019 2020 2025F
Source: Industry Reports
Given India's long-term economic prospects, positive demographics, rising income levels, and current low penetration,
Indian Wealth Management market is on a steady upward trajectory. While India's wealthy individuals are less in
comparison with established markets, the country's wealth is expected to expand rapidly in the future. The key factors for
growth wealth management business in India are large and young mass affluent segment; an increase in wealth of global
Indians'; the Indian government's push to regulate illegal channels of funds and tighten capital market regulations.
The demographic difference presents an opportunity to create new products to address the needs of a young population
and leverage new technologies, such as social and software-based investing applications as a key differentiator. Indian
wealth management industry is largely focused mainly on the urban segment, leaving untapped majority of Indian
population. One of the key factors for Advisors is to develop trust with the potential investors where advisors constantly
need to build its brand, focus on overcoming trust barriers, invest in technology and focus on transparency and
compliance.
In 2018, top 8% of the total population in India represents 45% of the total wealth and of the above only 20% take advice
from wealth managers. With increase in start-ups, rising income levels and friendly macro factors with ease of doing
business will drive growth of young HNI population in India; there is a big opportunity for a wealth management firm to
tap into an underpenetrated market with huge upside growth potential for wealth managers.
There is steady growth in number of client’s interest towards:
1) Access to Mutual Fund / Other financial Product Distribution

2) Financial Planning (specific short term and long term goals) Advice
3) Tax Planning Advice
4) Estate Planning Advice
5) Wealth Management Advice
Based on the investment corpus available with the individuals, CareEdge Research has grouped individuals in following
four categories:
101
Wealth Pyramid
• Rs.500+ million in Financial Assets

Ultra HNI
• Rs.50 - 500 million in Financial Assets

HNI
Mass Affluent • Rs.1 - 50 million in Financial Assets
Retail • Below Rs.1 million in Financial Assets
The Indian Wealth Management market is on a sustained path of growth, given India’s long-term economic prospects,
positive demographics, rising income levels and current low penetration. While the percentage of wealthy individuals in
India is very small compared with developed markets, very high potential of growth in wealth is estimated in future. India
has the key ingredients of a high-growth wealth management market, namely driven by a very large and young mass
affluent segment; an increase in the wealth of global Indians; the Indian government’s push to control illegal channel of
funds and push for tighter regulations of the capital markets.
Size and Growth of HNI’s in India
High-net-worth individual (HNI) is someone with a net worth of USD 1 million or more, including their primary
residence, while Ultra HNI (High Net Worth Individual) is someone who has a net worth of $ 30 million or more across
financial and physical assets. India has one of the world’s fastest growing high-net-worth individual (HNI) population
both in terms of the number of individuals and the wealth levels.
Ultra HNIs Population in India
20 19
18
Population in Thousand
16
14
14
12
10
7
8
6
4
2
0
2016 2021 2026P
UHNWI population
Source: The Wealth Report 2022, CareEdge Research, Data are provisional
Note: P mean projected
In 2021, HNI population grew exponentially by 64% over 2016 and reached around 797 thousand while the UHNI
population grew by around 84% the number of UHNIs in India increased exponentially and reached around 14 thousand.
By calendar year 2026, HNI population is projected to grow by more than 70% over 2021.
Portfolio management services
Portfolio Management Services (PMS) offer a tailor-made investment portfolio managed by professionals to suit the
investment objective and needs of the investor. With the support of fund managers, researchers and analysts, an
investment portfolio in stocks, fixed income, debt, cash, structured products and other individual securities is carefully
constructed to capture long-term value while minimizing potential loss to the client.
102
As of March 2022, the AUM of the portfolio management industry reached to around Rs. 24 lakh crores of which
discretionary service category contributed around 84% of the AUM at around Rs. 20 lakh crores, followed by non-
discretionary services constituting 7.2% of AUM i.e. around Rs.1.7 lakh crores. While the Advisory service contributed
to nearly 2.1 lakh crores of the total AUM which is around 8.6% of the AUM of portfolio management industry.
There were 1,39,949 clients in portfolio management industry as at the end of March 2022. Of these, 93.2 per cent clients
were of discretionary services category 5.4 per cent clients in non-discretionary services category and 1.4 per cent clients
availed advisory services of portfolio managers.
Global Overview of wealth Management
In 2020-21, globally the number of UHNWIs (Individuals whose net worth is USD 30 million or more, including their
primary residence are Ultra High Net Worth Individuals) increased by 9.3% over the previous year, adding nearly 52,000
people to the UHNWI population compared to 2019-20. Between 2021-2026, the UHNWI population is expected to
further grow by around 28%. There by growing more than double in a decade and reaching around 7.8 lakhs compared
to around 3.5 lakhs UHNWIs in 2016. The HNWI (Individuals whose net worth is USD 1 million or more, including their
primary residence are High Net Worth Individuals) populations is expected to grow by around 34% between 2021-26
reaching around 106 million by 2026.
Global wealth is projected to rise by 39% over the next five years, reaching USD 583 trillion by 2025. Low- and middle-
income countries are responsible for 42% of the growth, although they account for just 33% of current wealth. Wealth
per adult is projected to increase by 31%, passing the watershed mark of USD 100,000. The number of millionaires will
also grow markedly over the next five years, reaching 8.4 crores, while the number of UHNWIs should reach 344,000.
Wealth Management to benefit the most due to equity component in wealth to GDP.
Conclusion
The Indian wealth management industry witnessed a structural shift over the past few years on account of changing
demographics, increase in the number of millennials focusing on investing, and increased penetration of digitization. The
pandemic-led 2021 accelerated the shift from traditional investing avenues such as bank deposits to equities on account
of lower interest rates for term deposits.
Cumulatively, both the depositories (NSDL and CDSL) have added 345.8 lakh new accounts in 2021-22 fiscal year, with
CDSL itself accounting for 296 lakh new demat accounts, indicating that renewed optimism surrounding growth and the
resultant exuberance in stock markets drew many first-time investors.
The increase in focus on wealth management comes as investors are more aware and attuned to current events and are
actively planning their finances to meet their goals or in times of distress. Additionally, there is a growing trend towards
achieving financial self-reliance for meeting discretionary spends and maintaining lifestyle. Indian household savings
have also been witnessing some considerable structural shifts of late.
Households in India have historically been quite risk-averse and wary of investing their savings into volatile or uncertain
return-based assets. A pursuit of safe bets has always driven India towards making investments in unproductive assets
like gold. This pattern is slowly changing over time, especially since demonetization in November 2016. Also, the country
has seen a major shift in attitude from capital preservation to wealth creation from FY17.
In FY2023, the growth is likely to be moderate on account of increased inflation, weaker economic outlook for the year
impacted by the ongoing geo-political tensions. CareEdge Research expects the following trend to drive the growth of
the wealth management industry.
Need for reliable advice – The complexity of the financial markets can be a deterrent due to the many investment options
at hand. A lay investor is likely to face headwinds due to the inability to understand the suitability of options with his/her
own risk appetite and goals. This gives rise to a knowledgeable and reliable wealth manager who can guide the investor
through many goals using different investment and funding strategies.
Increase in wealth advisory platforms – The advent of the internet and rise in smartphone penetration has opened up
newer wealth advisory platforms for investors. This has resulted in investors accessing platforms having easy-to-use
interfaces where investments are made at the click of the finger.
103
Digital wealth management also includes using technology to offer more value, better services and enhance the
customer’s investor experience. Wealth advisory platforms also make the investment process accessible and affordable
to a large section of people, thus increasing the reach of the wealth management industry.
Financial planning to achieve goals – Investors today are focusing on milestone-based planning and want to invest for
them adequately. These investment goals can be short-term and related to purchases or longer-term goals such as
education or retirement. Wealth managers need to rethink their strategies to not only focus on wealth maximization but
also on financial planning solutions covering the different timelines.
Shift from traditional asset classes – Retail investors are moving beyond traditional asset classes like fixed deposits due
to their sub-optimal real returns. They are looking for access to asset classes and investment strategies deployed by HNIs
and want to explore alternative assets. Wealth managers are therefore offering products beyond those that are
conventional in nature to attract greater participation from this strata of clientele. Additionally, wealth management is
moving from being a one-product-fits-all to more customized advisory based on the risk appetite, goals and time horizons
of the customers.
In sum, a change in the perception of investing of customers, increased participation of millennials in investing and newer
developments in technology will aid the growth of the wealth management industry, going forward.
Indian Mutual Fund Industry Overview
Mutual Fund Industry’s Asset Under Management
40 37.6
35
31.4
30
Rs. lakh crores
23.8
25 22.3
21.4
20 17.5
15 12.3
10.8
10 8.3
5.9 7.0
5.9
5
-
Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22
Source: AMFI, CareEdge Research
Growth in the mutual funds industry's AUM has been on a steady rise. The increase in AUM is likely to be driven by a
higher growth in AUM of equity-linked mutual funds. We expect inflows towards equities to have ramped up on account
of increased buoyancy in indices towards the end of the first wave of the pandemic. As the markets refused to show any
signs of corrections in the months that progressed, fresh investments continued to make way into equity-linked mutual
funds and drove up the industry's AUM as a whole.
104
Mutual Industry AUM break up across asset classes
5.4% 6.5% 4.0% 3.4% 6.6% 6.8% 9.5% 11.6%

15.0% 16.2% 18.0% 20.3%
23.2% 21.8% 16.8% 16.4%
42.0% 35.3% 31.1% 23.1%

47.7% 46.0% 29.1% 31.7%
42.6% 48.9%
36.0% 41.0% 41.1% 39.7%
31.9% 31.3%
Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22

Equity Debt Liquid Other
Equity markets have witnessed a large influx of retail investors as of March-22 over March-20. The contribution of Equity
schemes has increased significantly over the period, followed by Debt schemes which continue to contribute more than
20% of total AUM, although their share has reduced over the period.
Penetration, Current Structure and Trend in Mutual Fund Industry
Average Assets under Management ( Rs. Lakh crores)
40
37.4 37.9 37.7
38
36 34.1 34.1
34 32.2
31.0
32
30
27.3 27.3 27.7
28 25.8 25.6
26 24.3 24.1 24.6 24.7
23.6
24 22.7
22
20
Source: AMFI, CMIE, CareEdge Research
Average Assets managed by the Indian mutual fund industry have grown from Rs. 22.7 lakh crores in March 2018 to Rs.
37.7 lakh crores as of March 2022. Representing a 66% growth in assets over March 2018.
Key Growth Drivers
Increasing Penetration of Mutual Fund Market in India:
Despite the size and growth profile, India continues to be underpenetrated with a mutual fund penetration rate (the ratio
of period ending mutual fund AUM to GDP) of more than 10% as of March 2022, as compared to global average of 70-
80%. India accounts for less than 2% of the global mutual fund industry, representing a significant growth opportunity.
105
Average Assets managed by the Indian mutual fund industry have grown from Rs. 22.7 lakh crores in March 2018 to Rs.
37.7 lakh crores as of March 2022 showing nearly 11% CAGR over assets in March 2018. The size of average assets
under management indicates that there continues to be a huge untapped potential of the mutual funds in India.
There is lack of healthy participation from investors in B30 (beyond top 30) locations. Recently, the mutual fund sector
is witnessing rising activity from B30 locations, especially in the equity segment due to improved distribution and
regulatory changes in fee structure. Due to increasing mobile phone penetration and increasing wealth managers
integration towards technology to service transparent and systematic products in an efficient manner helps to develop
informed customers and enables distributors to penetrate deeper to serve clients across the wealth management space.
Investors – Overall Composition:
Investors – Overall Composition – April 2022
B30 - Direct
4%
T30 - Direct
18%
T30 -
Distributors B30 -
57% Distributor
21%
Source-AMFI, CareEdge Research
Individual assets are primarily distributor driven. Distribution channel accounted for 78% of total mutual fund assets
under management (AUM) as on April 2022, of which 57% belongs to top 30 cities. Direct investments amount to 22%
of individual assets, of which 4% of individual assets were from B30 and 18% of individual assets were from T30.
Penetration of mutual funds in India
AUM to GDP Ratio

30%
25.5%
25% 23.2%
20% 17.0%
16.3% 15.3%
15%
10%
5%
0%
2017-18 2018-19 2019-20 2020-21 2021-22
There is lack of healthy participation from investors in B30 (beyond top 30) locations. Recently, the mutual fund sector
is witnessing rising activity from B30 locations, especially in the equity segment due to improved distribution and
regulatory changes in fee structure. Due to increasing mobile phone penetration and increasing wealth managers
integration towards technology to service transparent and systematic products in an efficient manner helps to develop
informed customers and enables distributors to penetrate deeper to serve clients across the wealth management space.
106
Increase in Retail participation and mass affluent
Growth in B30 and T30 Assets
Mar-18 18.44
4.27
Mar-19 20.78
Rs. Lakh crores
3.80
T30 B30
Mar-20 18.71
3.55
Mar-21 26.94
5.23
Mar-22 31.46
6.24
B30 and T30 Asset Mix
24%
33%
57%
62%
76%
67%
43%
38%
B30 T30 B30 T30

Mar-21 Mar-22
Equity oriented scheme Debt oriented scheme

Note: As per SEBI circular SEBI/HO/IMD/DF2/CIR/P/2018/16 dated 02.02.2018, the terms and definition of “15 cities”,
“T15” and “B15” are substituted with “30 cities”, “T30” and “B30” respectively, with effect from April 1, 2018.
The wealth managed by portfolio managers (including assets under advisory) in India is about Rs.24.19 lakh crores as of
March 2022. The increased penetration of wealth management companies into Tier II and III cities will also help to drive
the growth given more than 40% of the UHNIs live in non-Metro cities, where currently wealth is majorly managed by
IFAs and Chartered Accountants.
The top five states, Maharashtra, Delhi, Karnataka, Gujrat, West Bengal contributed to around 70% of the AUM of mutual
fund as of March 2022. Of which, Maharashtra and New Delhi attributed to around 50% of the AUM. However, with
rising income levels and a growing affluent middle class, Retail investors are becoming more inclined towards equities
as an investment option over traditional preference of savings towards physical assets, especially from B30 cities.
Around 17% of the assets of the mutual fund industry came from B30 locations in December 2021. Assets from B30
locations increased from Rs.5.23 lakh crores in March 2021 to Rs.6.24 lakh crores in March 2022 representing an increase
of nearly 20%
Investors from B30 locations are attracted towards equity as compared to T30 (T30 refers to the top 30 geographical
locations in India and B30 refers to the locations beyond the top 30) where debt portion is higher due to large participation
from institutional investors. As of March 2022, 76% of the assets from B30 locations are in equity schemes as compared
to 62% from B30 locations in March 2018.
107
Increase in folios:
Increase in Investors Accounts
13.0
9.0 9.8
8.3
7.1
5.5

Retail investors’ preference is becoming more mature as they get more informed regarding equities potential and risk
associated in investing in it. Since March 2014, there is an increase in investor accounts, as of March 2022 investor
accounts reached nearly 13 crores from 5.5 crores as of March 2017. Increase in penetration of mutual funds products
driven by increase in number of folios and participation from mass affluent segment. Total number of accounts (or folios
as per mutual fund parlance) as on March 31, 2022 reached to nearly 13 crores, while the number of folios under Equity,
ELSS and Balanced schemes, wherein the maximum investment is from retail segment. Individual investor’s component
of total number of folios in the industry has been steadily increasing over period of years where mass affluent retail
investors are spearheading the growth rate.
Increase in Household savings with high proportion of savings towards financial assets:
Changes in Household savings in India
1.6% 1.0% 1.0% 0.9%
46.6%
58.9% 60.0% 57.8% Saving in the form of
valuables
Saving in physical assets
52.5%
39.5% 39.0% 41.1% Net Financial Savings
2017-18 2018-19 2019-20 2020-21

Domestic Saving
(Rs. Lakh crores)
Particulars 2017-18 2018-19 2019-20 2020-21
Gross financial saving 20.60 22.63 24.22 31.20
Net Financial Savings 12.98 14.96 16.35 23.15
Saving in physical assets 19.39 23.01 22.98 20.53
Saving in the form of valuables 0.52 0.38 0.41 0.40
Household sector 32.89 38.36 39.74 44.08
GVA 155.06 171.61 184.61 179.15
Net Financial Savings as % of GVA 8.4% 8.7% 8.9% 12.9%
Particulars 2017-18 2018-19 2019-20 2020-21
Net Financial Savings 39.5% 39.0% 41.1% 52.5%
Saving in physical assets 58.9% 60.0% 57.8% 46.6%
108
Saving in the form of valuables 1.6% 1.0% 1.0% 0.9%
Household sector 100% 100% 100% 100%
Source-RBI, CareEdge Research
During 2020-21, the share of net financial saving in household sector has improved significantly to 52.5% of savings of
household sector from an earlier 39.5% in 2017-18. During the pandemic period, savings in physical assets declined
significantly from nearly 59% of savings of household sector in 2017-18 to nearly 47% of savings of household sector.
Growth in Assets:
The value of assets held by individual investors in mutual funds increased from Rs.16.17 trillion in December 2020 to
Rs. 20.86 trillion in December 2021, an increase of 29.04%. The value of Institutional assets has increased from Rs.14.80
trillion in December 2020 to Rs.17.06 trillion in December 2021 an increase of 15.28%.
Growth in B30 and T30 Assets (Rs. lakh crore)
18.44
Mar-18
4.27
20.78
Mar-19
3.80
T30 B30
18.71
Mar-20
3.55
26.94
Mar-21
5.23
31.46
Mar-22
6.24
Around 17% of the assets of the mutual fund industry came from B30 locations in December 2021. Assets from B30
locations increased from Rs.5.23 lakh crores in March 2021 to Rs.6.24 lakh crores in March 2022 representing an increase
of nearly 20%.
109
Top 20 States –AUM Composition April 2022
Maharashtra 21% 21% 35%

New Delhi 21% 23% 45%
Karnataka 15% 26% 56%
Gujarat 11% 26% 61%
West Bengal 10% 24% 63%
Tamil Nadu 19% 23% 56%
Uttar Pradesh 7% 18% 73%
Haryana 19% 42% 37%
Rajasthan 11% 19% 69%
Madhya Pradesh 7% 16% 76%
Telangana 12% 22% 64%
Andhra Pradesh 7% 21% 71%
Orissa 30% 16% 54%
Punjab 4% 18% 76%
Kerala 7% 13% 78%
Jharkhand 4% 11% 82%
Bihar 2% 16% 80%
Goa 6% 22% 71%
Chhattisgarh 11% 13% 76%
Assam 7% 20% 71%
Liquid/Money Market Debt Oriented Equity Oriented ETF/FOF's
The top five states, Maharashtra, Delhi, Karnataka, Gujrat, West Bengal contributed to around 70% of the AUM of mutual
fund as of March 2022. Of which, Maharashtra and New Delhi attributed to around 50% of the AUM. However, with
rising income levels and a growing affluent middle class, Retail investors are becoming more inclined towards equities
as an investment option over traditional preference of savings towards physical assets, especially from B30 cities.
Investor Type-wise Composition of Mutual Fund Assets

45%
46%
46%
51%
52%
54%
55%
55%
55%
54%
54%
49%
48%
46%
45%
45%
Institution Individual

Note: *Institutions include domestic and foreign institutions and banks.
Investors from B30 locations are attracted towards equity as compared to T30 (T30 refers to the top 30 geographical
locations in India and B30 refers to the locations beyond the top 30) where debt portion is higher due to large participation
from institutional investors. As of March 2022, 76% of the assets from B30 locations are in equity schemes as compared
to 62% from B30 locations in March 2018.
110
B30 has a more balanced mix than T30
24%
33%
57%
62%
76%
67%
43%
B30 38%
T30 B30 T30
Mar-21 Mar-22
Equity oriented scheme Debt oriented scheme

Note: As per SEBI circular SEBI/HO/IMD/DF2/CIR/P/2018/16 dated 02.02.2018, the terms and definition of “15 cities”,
“T15” and “B15” are substituted with “30 cities”, “T30” and “B30” respectively, with effect from April 1, 2018.
As of March 2022, 76% of the assets from B30 locations are in equity schemes as compared to 67% from B30 locations
in March 2021.
Increasing Share of Equity based Fund in Asset class over the years:
Equity funds have increased their share by 17% points from Mar-15 to Mar-22, driven by strong growth in equity markets
and steady inflows.
5.4% 6.5% 4.0% 3.4% 6.6% 6.8% 9.5% 11.6%

15.0% 16.2% 18.0% 20.3%
23.2% 21.8% 16.8% 16.4%
35.3% 31.1% 23.1%

47.7% 46.0% 42.0% 29.1% 31.7%
48.9%
41.0% 41.1% 39.7% 42.6%
31.9% 31.3% 36.0%
Equity Debt Liquid Other
111
Individual AUM Market Share of AMC
18.6% 16.9% SBI Mutual Fund

ICICI Prudential Mutual Fund
2.8% HDFC Mutual Fund

Aditya Birla Sun Life Mutual Fund
3.2% 12.2%
Kotak Mahindra Mutual Fund
5.8%
Nippon India Mutual Fund
Axis Mutual Fund
6.8% 11.3%
UTI Mutual Fund
7.4% IDFC Mutual Fund
7.7%
7.4% DSP Mutual Fund
Other

Note: Data as of the quarter ended March 2022
Outlook
Growing financial savings in India, rising product penetration, attractive returns and an enabling regulatory landscape are
expected to encourage MF investments especially from retail customers, in the near-to-medium term. Despite the size
and growth profile, India continues to be underpenetrated with a mutual fund penetration rate (the ratio of period ending
mutual fund AUM to GDP) of 16.0% in 2020, as compared to 140% in the United States, 84% in Brazil and a global
average of 63%. Further, India accounts for less than 2% of the global mutual fund industry, representing a significant
growth opportunity. These drivers are expected to aid growth in industry net profits are forecast to log a robust growth
by FY25 as the mix of high-yield equity business rises, direct sourcing aids operating leverage, and AMC pricing power
improves with distributors.
Alternate investment funds (AIF)
Alternative Investment Fund (AIF) is a fund established or incorporated in India which is a privately pooled investment
vehicle collecting funds from sophisticated investors, whether Indian or foreign, for investing in accordance with a
defined investment policy for the benefit of its investors. These investments do not belong to any of the traditional or
conventional investment categories.
The AIF market in India is at a very nascent stage. Since SEBI regulations came into effect in 2012, the number of AIFs
registered in India has grown to 931 as of 23rd May 2022. Funds raised have increased significantly from Rs 40,956
crores as of March 2017 to around Rs 2,30,015 as of March 2021 to around Rs 3,13,863 crores as of March 2022 which
is around 36.4% of growth over March 2021, indicating the rapid growth in demand for alternative investments in India.
112
Alternative Fund Investment
Rs. crores
29,000
24,370
18,472
13,789
1,24,524
1,61,973
2,23,457
10,794
61,406
24,685
50,451
24,031
83,554
36,866
43,527
43,672
7,787
8,483
Category I Category II Category III
Source: SEBI, CareEdge Research
Passive funds
Indian passive funds have shown exponential growth over the last two years. The net assets under management of passive
funds has grown from Rs. 1,62,500 crores as of March 2020 to Rs. 4,99,319 crores as of March 2022 indicating massive
growth of over 207% over March 2020. The key growth trigger in recent times has been investment by the Employee
Provident Fund (EPFO). Currently this is dominated by SBI and UTI AMC's ETFs which are the designated managers
for EPFO. SBI AMC has the largest share of AUM in passive funds space mainly due to EPFO mandates, followed by
other AMCs.
Passive funds have high growth potential, which makes it an attractive segment for AMCs while the large proportion of
institutional mandates make managing the funds more profitable. As of March 2022, passive funds AUM for nearly 14%
of the mutual fund industry’s AUM.
Insurance Industry in India
The insurance industry seeks to protect a country’s people, assets and businesses. Hence, the business of insurance has
always been closely linked to a country’s business performance and asset ownership.
Life insurance protects the livelihoods of people and future earnings and has a direct correlation with the earnings of
people, their business performance and net worth. General insurance protects assets and businesses and their valuation as
well as overall economic activity. Hence, a popular way of measuring insurance penetration is to benchmark it with the
GDP of a country.
The insurance industry directs pooled funds towards those who need them the most and acts as a massive investor in
infrastructure and government bonds, thus indirectly funding large-scale government and private projects. The industry
also generates large-scale employment by employing people as agents, distributors and service providers, and thus plays
a fundamental role in strengthening the country’s economy. In FY14, the life insurance industry recorded a premium
income of Rs. 3.14 lakh crores, which doubled in six years to Rs. 6.29 lakh crores in FY21. The non-life insurance
industry collected direct premiums worth Rs. 0.80 lakh crores in FY14, which in FY21 grew to Rs. 2.02 lakh crores.
113
Total Insurance Premium
7.00 6.29
5.73
6.00 5.08
Rs. Lakh Crores
5.00 4.59
4.18
4.00 3.67
3.14 3.28
3.00
1.72 1.92 2.02
2.00 1.31 1.53
0.80 0.87 0.99
1.00
-
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21
Life Insurance Premium Non-Life Insurance Premium
Source: IRDAI –Handbook on Indian Insurance Statistics FY 2020-21, CareEdge Research
Currently, the insurance penetration in India is 4.20% of the gross domestic product (GDP) as against the world average
which is 7.30%. Indian insurance industry is still under penetrated.
Insurance Penetration
7.2% 7.3%
8% 6.5%
6.2% 6.2% 6.3% 6.1% 6.3%
7%
6%
5% 3.8% 4.2%
3.3% 3.4% 3.5% 3.7% 3.7% 3.7%
4%
3%
2%
1%
0%
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21
India Rest of World
Source: CART, Industry Sources
Life Insurance Industry in India
Life insurance is one of the fastest growing sectors in India since 2000. Parliament on March 22 passed the Insurance
Amendment Bill 2021 to increase the foreign direct investment (FDI) limit in the insurance sector to 74% from 49%. As
of June 30, 2021, there were total of 24 players in Life Insurance Sector off which LIC of India is the only public sector
company. LIC of India is the largest player in India having market share of 71% as of March 2022 (based on total new
business premium).
First Year Premium of life insurers grew at a much sharper rate of 37.3% y-o-y and reached Rs. 59,609 crores in March
2022. The growth can be attributed to a rise in the individual single premiums and group single premiums for March
2022.
Movement of Monthly New Business Premium
(Rs in crores)
FY20 vs. FY21 vs. FY22 vs.
Month FY20 FY21 FY22
FY19 FY20 FY21
April 9,982 6,728 9,739 37.1% -32.6% 44.8%
May 18,414 13,739 12,977 43.4% -25.4% -5.5%
June 32,241 28,869 30,009 94.1% -10.5% 4.0%
114
FY20 vs. FY21 vs. FY22 vs.
Month FY20 FY21 FY22
FY19 FY20 FY21
July 21,509 22,986 20,435 6.4% 6.9% -11.1%
August 23,555 27,040 27,821 26.4% 14.8% 2.9%
September 20,057 25,366 31,001 14.7% 26.5% 22.2%
October 17,272 22,776 21,606 11.6% 31.9% -5.1%
November 26,221 19,159 27,177 76.5% -26.9% 41.8%
December 25,080 24,383 24,466 37.5% -2.8% 0.3%
January 20,623 21,390 21,957 18.4% 3.7% 2.7%
February 18,533 22,425 27,465 1.8% 21.0% 22.5%
March 25,409 43,417 59,609 -32.2% 70.9% 37.3%
Source: IRDAI, CMIE, CareEdge Research
General Insurance Industry in India
The insurance segment in India is divided into two categories – life insurance and general insurance. While life insurance
policies cover the financial loss suffered due to loss of life, general insurance policies cover the financial loss suffered
due to the loss of an asset. General insurance, therefore, covers the loss of economic value of assets or the financial loss
suffered due to specific contingencies. General insurance has different types of plans, each of which is designed to cover
specific risks related to health, motor, fire, travel or any assets etc.
As of March 2022, there were total of 33 players in general insurance sector off which there are 6 insurers are in public
sector. General Insurance industry recorded growth of 11.1% y-o-y in FY22 there by crossing Rs. 2.2 lakh crores in total.
Total General Insurance Premium
3 2.2
1.9 2.0
Rs. Lakh Crores
2 1.7
1.5
2 1.3
0.8 1.0
1 0.8
0
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22
Movement in Segment Premium (Rs. Crores)
Premium % Share Y-o-Y Growth

Segment
FY21 FY22 FY21 FY22 FY21 FY22
Health 58,641 73,480 29.5% 33.3% 13.6% 25.3%
Motor 67,806 70,431 34.1% 31.9% -1.7% 3.9%
Crop Insurance 30,970 29,539 15.6% 13.4% -4.0% -4.6%
Fire 20,125 21,539 10.1% 9.8% 26.9% 7.0%
Personal Accident 5,102 6,896 2.6% 3.1% -1.7% 35.2%
Marine 3,488 4,190 1.8% 1.9% -1.0% 20.1%
Liability 3,156 4,203 1.6% 1.9% 15.9% 33.2%
Engineering 2,970 3,562 1.5% 1.6% 12.9% 19.9%
Credit Insurance 1,395 1,493 0.7% 0.7% 0.9% 7.0%
Aviation 749 852 0.4% 0.4% 9.0% 13.8%
All Other Miscellaneous 4,159 4,495 2.1% 2.0% -0.8% 8.1%
Grand Total 198,561 220,681 100.0% 100.0% 5.1% 11.1%
115
During FY22, all segments except the crop insurance segment, has shown significant growth compared to FY21, when
several segments had reported a drop in their premium numbers.
• The health segment has grown by 25.3% in FY22 which is significantly higher than the growth this segment
witnessed in FY21, given that the early part of FY21 was spent under a nationwide lockdown. The uncertainties
surrounding the Covid-19 pandemic has led to increase in market share of the health segment from around 27% in
FY20 to 33.3% in FY22.
• The Motor insurance segment has picked up in FY22 after degrowing in FY21. Motor insurance grew by 3.9% in
FY22 as the economy reopened and movement of people and good resumed. Motor insurance is the second largest
contributor of the general insurance industry.
• Crop insurance continues to degrow in FY22 leading to which its market share has also declined. This decline is
mainly on account of reluctancy in insurers due to issues such as delay in claims settlement, delay in the release of
subsidy, and voluntary nature of the scheme that have hampered the scheme. Pradhan Mantri Fasal Bima Yojana
(PMFBY), is among such schemes that have been hampered due to some states opting out of the scheme.
Movement in Gross Direct Premium Underwritten (Rs. Crores)
Premium Y-O-Y Growth

Premium Type
FY21 FY22 FY21 FY22
General Insurers 169,845 184,861 2% 9%
Stand Alone Pvt. Health Insurers 15,755 20,866 11% 32%
Specialized PSU Insurers 13,115 15,041 26% 15%
Total 198,715 220,768 5% 11%
• In FY22, General insurers showed significant growth of 9% compared to 2% in FY21. This growth can be attributed
to the health portfolio, followed by motor insurance segment accounting for some growth. General insurers continue
to form the largest share in general insurance industry.
• Standalone private health insurers growth in premium continues to be higher than industry average in FY22,
indicative that retail premiums are growing faster than the group business as the standalone health insurers derive
most of their premiums from the retail segment. In FY22, Standalone private health insurers witnessed 32% y-o-y
growth over FY21.
• Specialized insurers growth moderated to 15% y-o-y in FY22 over FY21.reported a significant drop of 44.7% in
September 2021 (significantly higher vs. the last year) but rose by 9.8% for H1FY22.
Outlook
The growth of Life insurance industry is expected to be driven by increase in the size of the global middle-class
population, higher incomes, medical and healthcare inflation, and the heightened need for mortality protection have
become the tailwinds for the life insurance industry. In addition to this the demand for pure term plans, low premium
rates, increased awareness are going to drivers of this growth.
In FY22, the non-life insurance industry has shown positive growth overall and with the changing perspective of
customers towards insurance, the industry performance is expected to improve over time. In FY22 growth has continued
to be driven by the health segment and by the private sector which grew at a significantly faster pace compared to the
public sector.
The non-life premiums are expected to be driven by continued growth in the health segment even at the higher base,
rising travel leading to a boost in personal accident / travel insurance, and enhanced digital solutions complemented by
the offline offerings, increased demand in the commercial segment with the uptick in economic activity. However, the
growth could be limited by the any rise in reinsurance rates, slow growth in motor third party premium.
116
Asset Reconstruction Company
Asset Reconstruction Companies (ARCs), as an institutional framework for NPA management, that has been in existence
for around 20 years. With the amendment of SARFESAI Act in September 2016 and subsequent regulatory modification,
along with transformational reforms such as the Insolvency and Bankruptcy Code, introduced by the Government of
India, the functioning of ARCs underwent the structural shift towards Real Assets reconstruction as against focused
recovery earlier.
Opportunity in India’s Stressed Asset Market
The gross non-performing assets (GNPA) of banking industry improved to Rs. 6.7 lakh crores as on March 2022
compared to Rs. 8.8 lakh crores as of March 2021. Indicating a decline of 23% in FY22 over FY21.
Gross NPA of SCBs
12
10.5
10 9.5 9.2
8.8
7.6
Rs. Lakh Crores
8
6.7
6.2
6
0
FY16 FY17 FY18 FY19 FY20 FY21 FY22
Source: RBI, CMIE, CareEdge Research
Assets under Management in ARCs: Assets under Management for ARCs, as measured by Security Receipts (SR)
outstanding, reached Rs. 1.1 lakh crores as on March 2021.
AUM for ARCs
1.2 1.1
1.1
1.0
1.0
Rs. lakh crores
0.8
0.8 0.6
0.6 0.5
0.4
0.4
0.2
-
FY14 FY15 FY16 FY17 FY18 FY19 FY21
Source: RBI, Industry Sources, CareEdge Research
With an increase in the proportion of cash deals, it is estimated that discounts will remain on higher side. To make way
for new acquisitions and attract new and repeat investors, it is imperative that ARCs quickly resolve the assets and
redeems the SRs. CareEdge expects the AUM to grow at 10% -12% CAGR in FY22.
117
Outlook
ARCs are an important part of the infrastructure for asset resolution and financial reform in India. So far, the evolution
of ARCs in India has been marked by phases of strong growth and stagnation in terms of assets under management and
the number of loan accounts handled. The phases of crests and trough were partly driven by the changing macroeconomic
conditions and largely by developing regulatory environment. The regulatory changes by the Reserve Bank have been
broadly geared towards strengthening the ARC industry, ensuring genuine sale of NPAs by banks, enhancing the
involvement of ARCs in the process of resolution, and deepening the market for SRs, among others.
The gross non-performing assets (GNPA) of banking industry improved to Rs. 6.7 lakh crores as on March 2022
compared to Rs. 8.8 lakh crores as of March 2021. In terms of untapped potential for ARCs, the gross non-performing
assets of the banking industry alone stood at Rs.8.8 lakh crores as of March and dipped to Rs.6.7 lakh crores. This implies
that ARCs managed the banking industry’s stressed assets.
Over the long term, factors such as regulatory transparency, higher stream of stressed assets, Government initiatives and
potential for greater returns in India vis-à-vis returns received from global stressed assets are likely to work in favour of
the Indian stressed assets market.
The development of a vibrant distressed assets market is key to growth as market participants are currently reliant on
loans from banks and the corporate bond market, which is underpenetrated at present. On part of banks, a sound distressed
assets market by way of asset reconstruction companies will ensure freeing up on bank capital which will enable banks
to grow their loan book. Additionally, the presence of asset reconstruction companies will ease the burden of debt
collections on banks or the resources required for the same.
118
OUR BUSINESS
Some of the information in the following section, especially information with respect to our plans and strategies, contains
forward-looking statements that involve risks, assumptions, estimates and uncertainties. This section should be read in
conjunction with the sections “Forward Looking Statements”, “Risk Factors”, and “Financial Information” on pages
15, 17 and 169, respectively of this Tranche II Prospectus. Unless otherwise indicated or unless the context otherwise
requires, the financial information included herein is derived from our Reformatted Financial Information and Q1 2023
Unaudited Financial Results as at June 30, 2022, as included in this Tranche II Prospectus. Our fiscal year ends on
March 31 of each year and references to a particular fiscal year are to the twelve months ended March 31 of that year.
Overview
Our Company, Edelweiss Financial Services Limited (“EFSL”), was incorporated on November 21, 1995 under the name
Edelweiss Capital Limited and started operations as an investment banking firm after receipt of a Category II license
from SEBI. Edelweiss Capital Limited subsequently received a Category I Merchant Banker license from SEBI with
effect from October 16, 2000. The name of Edelweiss Capital Limited was changed to ‘Edelweiss Financial Services
Limited’ with effect from August 1, 2011.
EFSL was listed in December 2007 under the symbols NSE: EDELWEISS, BSE: 532922, Reuters: EDEL.NS and
EDEL.BO and Bloomberg: EDEL IS and EDEL IB. Our Corporate Identity Number is L99999MH1995PLC094641.
After commencing the business as an investment banking firm, the Company, through its subsidiaries has now diversified
its businesses to include credit including retail and corporate credit, asset management, asset reconstruction, insurance
including life and general insurance business, and wealth management businesses, which are conducted through its
subsidiaries. However, the Edelweiss Wealth Management (“EWM”) Business and Edelweiss Gallagher Insurance
Brokers Limited (“EGIBL”) have ceased to be a subsidiary of our company with effect from March 26, 2021 and October
18, 2021, respectively. We believe that our research driven and client-centric approach and consistent ability to capitalise
on emerging market trends has enabled us to foster strong relationships across corporate, institutional (both domestic and
international), high networth individuals and retail clients.
We have a pan-India and international network with approximately 216 domestic offices, and three international offices
(total 219 offices), in approximately 126 cities in India and three international locations and employed approximately
5,833 employees as at June 30, 2022, excluding EWM offices and employees.
Our group comprises 29 subsidiaries and 10 associate companies as at June 30, 2022. Our profit/(loss) attributable to
owners of the Company was ₹ 1,887.84 million for the year ended March 31, 2022 and was ₹ 263.80 million for the
quarter ended June 30, 2022 on a consolidated basis. Our total income of the Company was ₹ 73,046.00 million for the
year March 31, 2022 and was ₹ 12,936.60 million for the quarter ended June 30, 2022 on a consolidated basis. We believe
that our diversified business strategy has improved the resilience of our business model across economic cycles. We
constantly pursue innovation and invest in new ideas, newer products, newer alternate channels of delivery and so on.
We seek to add significant value by providing new and innovative products and services and are committed to focusing
on six key vectors in our journey into the future – people management, cost management, risk management, technology,
customer experience and innovation – while adhering to our business principles – which emphasise placing our clients’
interests first, commitment to excellence and innovation and teamwork.
Our group structure
Our group comprises 29 subsidiaries and 10 associate companies as at June 30, 2022. Our principal business lines and
major subsidiaries engaged in those business lines are as follows:
119
Our Strengths
We believe that the following strengths position us well for continued growth:
Diversified business model
We have grown from a capital markets advisory business to become a diversified financial services group engaged in
retail credit, corporate credit, asset management, asset reconstruction, insurance business and wealth management
business. We believe that our diversified service platform allows us to leverage relationships across various lines of
businesses, thereby increasing our ability to garner repeat business and cross-sell our products and benefits from customer
reference. We believe that our research driven approach and consistent ability to capitalise on emerging market trends
has enabled us to foster strong relationships across corporate, institutional, HNI and retail clients. We also believe that in
the long run our diversified business model provides multiple vectors for growth, delivers consistent growth and
profitability, helps manage short-term volatility in the business cycle, affords us the ability to calibrate growth in line
with favourable macro and micro-economic and market conditions, and provides us with multiple avenues for deployment
and growth of our human capital.
We believe that our successful diversification of our businesses, asset classes, client segments and geographies since the
early years of the 2,000 decade have gradually increased the scale and/or profitability of our retail credit, wealth
management, asset management and insurance businesses, as well as the stability and sustainability on our overall
business performance.
Pan-India distribution network
Our pan-India and international network excluding EWM offices spanned across a total of 219 offices (including
approximately 216 domestic offices in approximately 26 Indian cities and three international offices in three international
locations) as at June 30, 2022.
The following map shows a snapshot of our pan-India distribution network of 216 domestic offices as at June 30, 2022.
120
Notes: Map is not according to scale and is only for illustration purposes. Offices exclude EWM offices.
Our extensive network enables us to acquire more customers, particularly for our retail businesses such as our retail credit,
wealth management, asset management and insurance businesses, where increased profitability and ROE are based upon
increased scale of business. Our retail customer base has grown from approximately 20,00,000 as at March 31, 2020 and
approximately 40,00,000 as at March 31, 2022 to approximately 46,00,000 as at June 30, 2022, excluding EWM clients
as at June 30, 2022.
Our Life Insurance business has also expanded its distribution footprint across India and had approximately 109 branches
in around 88 cities as at June 30, 2022.
Adequately capitalised
Our retail credit and corporate credit business operating under our NBFC and HFC licenses and are subject to the capital
to risk assets ratio (“CRAR”) requirements prescribed by the RBI. We are currently required to maintain a minimum 15%
CRAR in respect of our NBFC subsidiaries under the prudential norms prescribed by the RBI. In respect of our HFC
subsidiary, we are currently required to maintain a minimum 13% CRAR as on March 31, 2020, 14% on or before March
31, 2021 and 15% on or before March 31, 2022 under the prudential norms prescribed by the NHB. We generally maintain
a CRAR higher than the level that is prescribed by the RBI or NHB as applicable.
While the parent company of the group, EFSL, is currently not subject to any minimum CRAR requirements, the CRAR
for our major NBFCs in our Credit Business, as at March 31, 2022 and March 31, 2021, on standalone basis are as under:
121
Name of the NBFC Minimum Regulatory CRAR as at CRAR as at
CRAR March 31, 2022 March 31, 2021
ECL Finance Limited 15% 30.50% 25.29%
Edelweiss Retail Finance Limited 15% 36.90% 39.85%
Edelweiss Housing Finance Limited (HFC) 14% by March 31, 2021 28.28% 26.49%
(calculated as per Ind AS) Total Capital Ratio 15% by March 31, 2022
While we believe that we are currently adequately capitalised, we continue to seek fresh capital or release capital through
securitisation of assets to fund our future asset growth as also to ensure that we do maintain a sufficient cushion over the
regulatory minimum CRAR in respect of our credit subsidiaries.
Diversified funding profile
Our current funding requirements are predominantly sourced through credit facilities from banks and the issuance of
redeemable non-convertible debentures on a private placement basis and through public issuance. We have accessed
funds from multiple classes of credit providers, including nationalised banks, private Indian banks, mutual funds and
other NBFCs. We believe that we have developed stable long-term relationships with our lenders and established a track
record of the timely servicing of our debts. Our Total Borrowings on a consolidated basis were ₹2,27,109.83 million as
at March 31, 2022 out of which ₹76,458.50 million were to mature in less than a year. Our Total Borrowings on a
standalone basis was ₹ 24,611.69 million as on June 30, 2022.
Diversified credit profile, strong credit evaluation and risk management systems
We launched our credit business around 14 years ago with corporate credit products and we have diversified our credit
portfolio since then by adding various retail credit products. We seek to diversify our credit risk and ensure that no
individual credit product contributes a large portion to our overall credit book. We believe that this mitigates the risk of
concentration to any particular product or sector and helps us to manage our risk exposure in a more effective manner.
We also believe that the scale of our retail credit portfolio imparts stability to the credit book.
We believe that our business processes ensure independence of functions and a segregation of responsibilities. We believe
that our credit appraisal and credit control processes, centralised operations unit, approval of loans at transaction level
and in house internal audit unit for checking compliance with the prescribed policies, as well as our risk management
processes and policies allow multiple layers of checks and verifications. These legal and technical verifications include
collateral valuation, title search, document verification, fraud and KYC verifications, personal meetings with clients and
internal review before the disbursement of loans. Our processes have been standardised with the objective of providing
high quality of service and ensuring efficiency, and to facilitate integration of our workforce, processes and technology.
Each of our key business processes is regularly monitored by the respective business or operations head.
The asset quality of the overall credit book has continued to be under control with Gross NPA at 2.51% and Net NPA at
1.80 % as on March 31, 2022, Gross NPA at 6.71% and Net NPA at 5.84% as on March 31, 2021, compared to 3.20%
and Net NPA at 2.75% as on March 31, 2020. While the asset quality deteriorated during the Fiscal 2020 and Fiscal 2021
due to environmental headwinds including the effects of the pandemic, it has started improving in Fiscal 2022 following
a multi-pronged strategy adopted by us. We believe that we have the necessary internal controls and risk management
systems to assess and monitor risks across our various business lines. Our risk management systems function through an
independent department concerning accounts and operations at each business unit and a dedicated centralised risk
management team. We seek to monitor and control risk exposure through a variety of separate but complementary
financial, credit and operational reporting systems.
Strong Edelweiss Brand
We believe that Edelweiss today enjoys a strong brand franchise in the financial services space backed by a reputation
for consistent focus on execution and innovation. We have sought to carve a distinct brand identity which, help us to
increase awareness and consideration amongst our customers.
Effective use of technology
We have a customised platform for loan origination and credit underwriting for some of our products in retail credit,
which provides our credit officers with basic scorecards generated by the platform, to judge the creditworthiness of an
individual. The platform generates scorecards after considering all factors, including an external credit rating (CIBIL),
salary or income details and other asset details. With the help of this platform, our credit officers are provided the data to
122
approve or reject a retail loan within a very short time. This platform is also linked to a de-duplication system, which
provides access to a customer’s credit history and record.
We believe that our customer service initiatives coupled with our use of technology has helped us enhance our recognition
and secure both new and repeat business in our retail operations. Our customised web portal for our broking clients acts
as a complete self-service tool, which allows our customers to review their credit, wealth management and insurance
products. The web portal provides facilities such as part-prepayment, foreclosure and payment of overdue amounts using
internet banking, as well as wealth management and management of online insurance products.
Strong management and distinctive people and culture
Our most important asset is our people. We seek to consistently reinforce our management strength and experience
through strong corporate governance and our employees’ commitment to our business through recruitment, training and
a performance review and compensation system that emphasises teamwork. Our senior management has extensive
experience in the banking and financial services sector and most of them have been with our group for a number of years,
providing stability in our senior management leadership. And each of our businesses is supported by a dedicated team of
managers with specialised professional expertise.
We believe the strength of our senior management team helps us in implementing policies and processes that ensure
healthy credit quality and high standards of work ethic and that our current management structure allows scalability. Our
senior management seeks to maintain a strong focus on corporate governance.
Our Strategies
Diversify our portfolio of products and expand the scale of our business
We intend to continue to diversify and expand our product portfolio to cater to the various financial needs of our customers
and increase the share of income derived from the sale of financial products and services. We intend to focus on high
growth and dispersed risk-retail lending and to continue to grow our presence in high growth segments such as Retail
Mortgages and SME loans by utilising our extensive branch network. We expect our retail business to provide
opportunities to achieve economies of scale and intend to diversify our risk across geographies, industries and collaterals.
In addition to our existing corporate and retail loan products, we intend to leverage our brand and office network to
develop complementary business segments and become the preferred provider of financial products – a one-stop shop for
our customers’ financial needs.
We expect that our diverse revenue stream will reduce our dependence on any particular product, which will enable us to
spread and mitigate our risk exposure to any particular industry, business, geography or customer segment as also to
reduce volatility in our performance. Offering a wide range of products also helps us to attract more customers and to
increase our scale of operations.
We expect that our complementary businesses will allow us to offer new products to existing customers while also
attracting new customers. We also expect that our knowledge of local markets will allow us to diversify into products
desired by our customers, differentiating us from our competitors.
Focus on efficient allocation of capital
We will actively seek growth opportunities in the businesses in which we operate as well as in new businesses that we
see as potential areas of growth and value creation. These opportunities can take various forms, including acquisitions,
mergers, joint ventures and strategic investments. To this end we will seek opportunities for organic and inorganic growth
as and when suitable opportunities come our way. We will pursue these growth opportunities where we see the ability to
add value for our various stakeholders and also grow our footprint across the businesses we operate in, including broking
etc. For example, we have acquired our multi strategy funds business in 2014 and believe we have successfully scaled it
up since then. We have also acquired the onshore schemes of JP Morgan Asset Management Company, India and have
acquired Ambit Alpha Fund to expand our product and services portfolios in our asset management business. We are also
moving towards a capital light model for our credit business by collaborating with Banks (co-lending, on-lending, co-
origination and securitisation) and down selling our wholesale loans to free up capital. Considering the constant evolution
in the regulatory framework, the Company may undertake restructuring of its group holding at an appropriate time, if
necessary.
123
Continue to leverage our large customer base and diversified business platform
We intend to continue to leverage our customer base by selling products across different business segments to credit-
worthy customers with timely repayment track records. We have developed a data analytics platform, which analyses
customer information and helps us in originating new loan products and to cross-sell our current loan products. We intend
to build on the momentum of cross selling our products and services to our existing customers.
To expand the cross-selling of our partnerships and services, we have engaged dedicated relationship managers who are
assigned a pool of customers. Relationship managers are divided into two segments: those that meet customers in person;
and tele-relationship managers, who engage with the customer over the telephone or via the internet.
Continue to improve productivity, reduce risks and decrease costs
We plan to continue to improve our productivity, reduce risks and improve our customer service through the use of
technology and analytics. We have a ‘centre of excellence in analytics’, where we have developed tools for marketing
analytics, pricing analytics, service analytics, risk analytics, fraud analytics and collections analytics. Through marketing
and pricing analytics, we have built the ability to accurately segment our customers and to generate a pre-approved credit
limit for a particular customer, assisting us in cross selling our products, and providing personalised customer service.
Analytics has also enabled us to create statistical models for assessing behavioural and fraud risk over a customer’s life
cycle, which further assists in lowering risk and increasing collection efficiency.
In order to keep a constant vigil over our costs, we have a dedicated management team, which reviews and re-engineers
our processes periodically to make our operations more efficient. We also conduct periodic reviews of major expenditures
to find methods to reduce the same. We believe that these initiatives enable us to minimise our costs.
Continue to attract, train and retain talented employees
We believe a key to our success will be our ability to maintain a healthy mix of experienced and young professionals. We
have been successful in building a team of skilled and talented professionals with relevant experience, including experts
in credit evaluation, risk management, retail consumer products, asset and wealth management, actuarial sciences, capital
markets, treasury, technology and marketing. Recruitment is a key management activity and we intend to attract graduates
from premier Indian business schools as well as employees with relevant experience. We also focus on employee retention
and utilise various programs to motivate employees and maintain employee satisfaction including employee stock option
incentives, adequate vacation days, maternity/ paternity leave and sabbaticals for long-term employees.
Brief Highlights of our Businesses
Brief highlights of our diversified businesses including their business performance are as under:
Credit Business
Credit business of the group is a mix of diversified and scalable businesses. It consists of retail credit and corporate credit.
The retail credit segment offers mortgages including home finance, retail construction finance and loan against property,
SME finance, rural finance. Corporate credit business offers products like cash flow-based loans and structured
collateralized credit to corporates and real estate finance to developers.
Retail Credit Business (Edelweiss Retail Finance Limited and Edelweiss Housing Finance Limited.)
Our retail credit businesses are conducted under our subsidiary Edelweiss Retail Finance Limited (“ERFL”), an NBFC
and Edelweiss Housing Finance Limited (“EHFL”), an HFC, catering to a wide spectrum of individuals, high-net worth
individuals (“HNI”) and affluent clientele, as well as lower income urban and rural customers (collectively, our “Retail
Credit” business) and offers the following products:
Retail Mortgage
Edelweiss launched retail credit business in 2011 by offering housing loans and diversified later by including loans against
property and residential projects construction finance. Housing loans, construction finance and LAP portfolio has grown
to ₹ 31,448.70 million as on March 31, 2022 from commencement of operations in the Fiscal 2011, supported by higher
government support, lower interest rates and easing inflation. Also, rising urbanisation, nuclearization of families and an
increase in the number of affordable-housing projects led to faster loan growth.
124
Our mortgages business caters to retail homebuyers and small business owners/self-employed clients. We provide a wide
variety of products including housing finance, small ticket and affordable housing loans, loans against property and
construction finance. While we initially launched this business in major metropolitan areas/ tier 1 cities, our focus is now
on building the small ticket or affordable home loans in tier 2 and 3 cities. We focus on home loans through developer
tie-ups and participating in affordable housing programs. With our increased eligibility to obtain refinance from the
National Housing Board at a reduced borrowing cost, we seek to grow this business with increasing profitability.
Additionally, once the Retail Mortgages book achieved the desired level of seasoning, we have been able to initiate
securitisation of home and SME loans as a part of our strategy for mobilisation of resources from alternate sources to free
up equity capital for further growth as well as to optimise the yields on such loans. The collateral for Retail Mortgage
products is a pledge of residential or commercial property.
Retail mortgage finance business was present in around 98 locations and served a loan book of ₹ 31,448.70 million as on
March 31, 2022, catering to around 21,000 clients and around 96 locations and served a loan book of ₹ 36,441.11 million
as of March 31, 2021. The loan to value ratio in its home loans and LAP portfolio remained at a comfortable level.
SME & Business Loans
SME finance business is our key focus areas in retail credit and caters to the underserved and highly scalable market.
Among our products for SMEs, we offer secured and unsecured business loans to them. We believe that the SME sector
has significant unmet demand that is not currently adequately serviced by banks and financial institutions and NBFCs are
increasing their penetration of this sector. The collateral for secured SME loans is typically a pledge of residential or
commercial property.
SME business operated in approximately 110 locations and had a book of ₹ 9,603.61 million as at March 31, 2022,
including other Business Loans, catering to around 9,300 clients. It has a loan book of ₹7,822.34 million as of June 30,
2022.
Our SME business has been recognised and awarded: Successful Use of Technology in Customer Service (Gold)
Edelweiss Smart Desk – Edelweiss SME Lending at 9th ACEF Global Customer Engagement Awards 2020.
Rural Finance
Rural finance comprises unsecured loans given to rural population in the nature of micro finance through our channel
partners and had a book of ₹415.33 million, ₹418.00 million and ₹ 815.08 million as on June 30, 2022, March 31, 2022
and March 31, 2021, respectively.
We seek to increase the size of our retail credit book while exploring capital light / partnership model to leverage the
network and grow the loan book in a balanced risk efficient manner. We also emphasise prudent financing criteria, strong
risk management and a conservative collateral coverage ratio in order to achieve a low rate of Gross NPA and Net NPA
in our retail credit business. We believe that the Government’s initiatives to increase digitisation of public services will
result in increased financial inclusion and home ownership among the Indian population and are supportive of our Credit
business and we consistently seek to leverage technology to improve consumer access and increase retail use of our credit
products and services.
Gross Loans/ Gross Loan Book of ERFL was ₹ 10,719.22 million, ₹ 12,548.63 million, and ₹ 16,136.80 million as at
March 31, 2022 as at March 31, 2021, and as at March 31, 2020, respectively on a standalone basis. Gross Stage 3 loans
% and/or Gross NPA % of ERFL were 2.31%, 12.44%, and 2.36%, of the gross advances as at March 31, 2022 and as at
March 31, 2021, and as at March 31, 2020, respectively on a standalone basis. Net Stage 3 Loans % and/or Net NPA %
of ERFL were 1.82%, 10.44% and 1.90% of the gross advances as at March 31, 2022, as at March 31, 2021, and as at
March 31, 2020 respectively on a standalone basis.
Gross Loans/ Gross Loan Book of EHFL was ₹ 31,448.72 million, ₹ 36,453.58 million, ₹ 43,610.39 million as at March
31, 2022 and as at March 31, 2021, and March 31, 2020, respectively on a standalone basis. Gross Stage 3 loans % of
EHFL were 1.99% 3.50%, and 1.74% of the gross advances as at March 31, 2022, as at March 31, 2021, and as at March
31, 2020, respectively on a standalone basis. Net Stage 3 Loans % and/or Net NPA % of EHFL were 1.47%, 3.15%,
and 1.49% of the gross advances as at March 31, 2022, as at March 31, 2021, and as at March 31, 2020 respectively on a
standalone basis.
125
Total retail credit for the group accounted for ₹47,756.71 million which is 45.60% of the gross loan book compared to
48.46% as at March 31, 2021.
Corporate Credit Business (ECL Finance Limited)
Our corporate credit business is primarily conducted in our major NBFC subsidiary ECL Finance Limited (ECLF) and
mainly comprises of wholesale mortgages and structured collateralised credit products which are focused largely on the
real estate development and corporate sector (together, our “Corporate Credit” business).
• Wholesale Mortgage – Our wholesale mortgage credit book comprises loans granted against real estate collateral
backed by cash flows from real estate projects, principally for residential housing projects, to meet short-term and
medium-term requirements. The tenure of the loans is generally up to five years. Our risk management maintains a
focus on liquidity and price risk, as well as approval and execution risk.
• Structured Collateralized Credit – Structured collateralised credit book comprises loans against liquid market
securities and other collaterals which are principally offered to corporates. In certain cases, immoveable property
may also be used as collateral. These loans also include bridge financing or other short-term loans. The tenure of
the loans is generally up to three years. The funds raised are to be utilised for the working capital requirement of the
corporates, expansion and diversification of business among other uses.
In addition to ERFL and EHFL, some retail loans (SME, LAP and ESOP & Margin Funding) are also booked in ECL
Finance Limited.
ECL Finance Limited’s Gross Loans/ Gross Loan Book was ₹ 56,910.34 million, ₹ 86,342.50 million and ₹ 136,317.20
million as at March 31, 2022, March 31, 2021, and March 31, 2020, respectively. Our Gross Stage 3 loans were 2.84% ,
7.23%, and 3.76% of our gross advances as at March 31, 2022, March 31, 2021, and March 31, 2020, respectively. Our
Net Stage 3 Loans % were 2.00%, 6.40%, and 3.27% of our gross advances as at March 31, 2022, March 31, 2021 at
March 31, 2020 respectively.
We seek to maintain an average collateral value ratio in excess of two times the loan amount at the time of origination
and maintain focus on asset quality and controlling underwriting costs. We believe that, as a result of our prudent risk
management and strict underwriting policies, we have been able to manage the quality of collateral assets securing our
corporate credit loans. Even when a loan is required to be classified as an NPA, we continue to hold a significant amount
of collateral against such loans. We have also observed in the past that over-collateralisation acts as a disincentive for the
borrower to default.
As a matter of policy, we avoid concentration in the corporate credit book by having appropriate limits on exposure to a
single borrower or a group or a sector or particular scrip taken as collateral etc. The single borrower and group borrower
lending limits (SBL/GBL) are in place as per the RBI directives for NBFCs. Industry. Sector/scrip-wise exposures are
also monitored to ensure that we do not build up any concentration.
While the above business narrative applied to the existing corporate credit book, we have now embarked upon a new
strategy for our corporate credit book wherein we will focus on a capital light model by collaborating with Banks (Co-
lending, on-lending, co-origination and securitisation model) and/or adopt Alternate Investment Funds model to run our
wholesale credit business. We will also resort to continued sell-down which will release equity, generate liquidity and
reduce debt-equity ratio further. With this, our Equity base will remain robust and capital adequacy will continue to be
high.
We seek to manage risk in our Credit business through the 3 ‘C’s framework - counterparty, collateral and cash flow.
• Counterparty – We focus on the borrower’s track record, relationship with our group, and ability to execute the
project. We also analyse the borrower group’s financial standing, assets and liabilities and cash flow and liquidity,
and conduct a credit history and regulatory checks.
• Collateral – We determine whether it is a hybrid collateral pool or a ring-fenced structure and analyse ease of
enforcement. We conduct a valuation based on both economic value and liquidity. We conduct an environmental
analysis and follow-up with periodical post-disbursement monitoring.
• Cash flow – We analyse the fundamentals of the borrower’s business performance and the collateral assets. We stress
test cash flow analysis assuming both periodic and event-based scenarios. We employ escrow arrangements to ring-
126
fence and control project cash flows wherever appropriate.
Our Lending Policies and Processes
Our loan offerings cater to a broad cross-section of clients ranging from corporates to SMEs to individuals including rural
population. The lending policies that we have in place are aimed at ensuring that risk management remains our focus and
our loan portfolio remains of a high quality. We also maintain prudent provisioning and write-off policies in respect of
our NPAs in line with regulatory requirements.
Lending Policies
Our lending products and policies are aligned to the specific needs of diverse categories of clients. To ensure this, each
of our business segments maintains its own internal credit policies and approval processes, which are in line with our
established risk evaluation criteria.
Credit Processes
We believe our business processes ensure complete independence of functions and a segregation of responsibilities. We
believe our credit appraisal and credit control processes, centralised operations unit, independent audit unit for checking
compliance with the prescribed policies and approving loans at transaction level as well as our risk management processes
and policies allow layers of multiple checks and verifications. These legal and technical verifications include collateral
valuation, title search, document verification, fraud and KYC verifications, personal meetings with clients and audit
before the disbursement of loans. Furthermore, our processes have been standardised with the objective of providing high
quality of service and ensuring efficiency. This is achieved by facilitating the integration of our workforce, processes and
technology. Our key business processes are regularly monitored by the respective business or operations head. Our loan
approval and administration procedures, collection and enforcement procedures are designed to minimise delinquencies
and maximise recoveries.
We believe that we have the necessary internal controls and risk management systems to assess and monitor risks across
various business lines. The risk management systems function through an independent department concerning accounts
and operations and a dedicated centralised risk management team. We seek to monitor and control risk exposure through
a variety of separate but complementary financial, credit and operational reporting systems.
Capital to Risk Assets Ratio
Our Credit business is subject to the CRAR requirements as prescribed by the RBI or NHB, as applicable. We are
currently required to maintain in respect of our NBFCs a minimum of 15.00% as prescribed under the Prudential norms
of the RBI based on our total capital to risk weighted assets. We are currently also required to maintain in respect of our
HFC a minimum of 14.00% by March 31, 2021 as prescribed under the Prudential Norms of the NHB based on our total
capital to risk weighted assets. As part of our governance policy, we maintain capital adequacy higher than the statutorily
prescribed CRAR.
The table below sets out our CRAR for our key NBFC subsidiaries/HFC engaged in the credit business, which is
computed on the basis of the applicable RBI/NHB requirements, as at the dates indicated:
Particulars As at March 31,

2022 2021 2020
ECL Finance Limited
CRAR – Tier I capital (%) 16.38 13.70 10.51
CRAR – Tier II capital (%) 14.12 11.59 10.51
Total CRAR (%) 30.50 25.29 21.02
Edelweiss Retail Finance Limited
CRAR – Tier I capital (%) 24.37 26.70 19.73
CRAR – Tier II capital (%) 12.53 13.15 9.65
Total CRAR (%) 36.90 39.85 29.38
Edelweiss Housing Finance Limited (calculated as per Ind AS)
CET1 Capital ratio 28.28 26.49 28.03
CET2 Capital ratio 0.00 0.00 0.54
Total Capital Ratio 28.28 26.49 28.57
127
Asset Management Business
Our asset management business consists of the following business verticals (collectively, our “Asset Management”
business):
• Alternative Asset Management – an alternative assets business focused on offshore and onshore institutional investors
and UHNI offering a special opportunities fund, special assets funds, credit opportunity fund, real estate funds,
domestic infra yield fund and a stressed assets fund. Its asset under management was around approximately ₹362.50
billion spread over 18 funds and approximately ₹305 billion and approximately ₹ 300 billion and approximately ₹
217 billion at the end of June 30, 2022, Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively. AUMs have grown
1.41 times since Fiscal 2020 till the end of Fiscal 2022.
• Mutual Fund Business – One of the fastest growing AMC among the top 15 in the industry. Overall AuM stands at
₹ 856 billion with a customer base of 0.97 million as on Fiscal 2022 and ₹ 877 billion with a customer base of 1.02
million as on June 30, 2022, respectively. In Fixed-Income, we are among the top 10 AMCs in India with total debt
AuM crossing ₹ 554 billion as on Fiscal 2022 & ₹ 682 billion as on June 30, 2022 respectively. The business
reinforced its its position in the debt passives space with an AUM of ₹ 523 billion as on Fiscal 2022 and ₹ 555 billion
as on June 30, 2022. Along with continued leadership, the business has a ladder of debt-index funds ranging from
2023 to 2032 maturities.
Edelweiss Mutual Fund has been recognised and awarded:
➢ Bharat Bond ETF featured in Mint 20 top performing schemes
➢ Refinitiv Lipper Fund Awards India 2022 Winner, Edelweiss Banking & PSU Debt-Growth, Best Bond INR Fund
Over 5 Years.
Our total assets under management in our Asset Management business were approximately ₹ 1,239 billion, ₹ 1,155
billion, ₹ 850 billion, and ₹ 508 billion as at June 30, 2022, March 31, 2022, March 31, 2021, and March 31, 2020,
respectively.
Asset Reconstruction Business
Our asset reconstruction business, managed through Edelweiss Asset Reconstruction Company Limited (EARC), seeks
out distressed assets and businesses and combines our financial turnaround expertise with our ability to provide working
capital through bridge loans and priority funding to streamline business operations and improve profitability. We believe
we have created an expert advisory board of leaders from across sectors like steel, power and infrastructure to help us
implement best practices in our portfolio companies. We employ a combination of resolution strategies to distressed
assets that can be broadly categorised as follows:
• Revival – since we target investment in potentially viable companies, revival and business turnaround is amongst the
foremost business strategy that we utilise.
• Negotiated Settlement – we utilise this strategy by employing an independent view on achievable return to seek quick
and amicable resolution of assets with limited effort.
• Enforcement – where revival has failed and negotiations for settlement are inconclusive, we utilise the benefits
available under SARFAESI Act and other statutes to enforce secured assets in an ethical and structured manner as
prescribed in the Act.
We target investment in distressed assets with clear potential for business revival and having focused and dedicated
promoters of high integrity and/or potential for asset sale. We also target investments in distressed assets that do not have
any material barriers for legal enforcement.
Our assets under management in the asset reconstruction business were approximately ₹ 389 billion, ₹ 403 billion, ₹ 408
billion, and ₹ 432 billion as at June 30, 2022 and as at March 31, 2022, March 31, 2021, and 2020, respectively placing
EARC as one of the largest ARC in India. EARC has partnered with over multiple banks/NBFCs backed by our expertise
on resolution of stressed assets. EARC has been able to recover more than ₹ 69 billion in Fiscal 2022 as compared to
more than ₹ 54 billion in Fiscal 2021. Recoveries in the three-month period ended June 30, 2022, have been ₹ 17.4 billion.
128
Total recoveries during four years covering Fiscal 2019 to Fiscal 2022 have been approximately ₹ 306 billion. The
recovery scenario got a major boost during Fiscal 2020 with the successful resolution of several large accounts under
IBC.
Insurance Business
Edelweiss expanded its addressable retail markets by launching life insurance business during 2011. We completed our
insurance offering by entering general insurance business in Fiscal 2018.
Life Insurance Business
Our Life Insurance business has also expanded its distribution footprint across India and had approximately 109 branches
in around 88 cities as on June 30, 2022.
We entered the life Insurance business in 2011 through a joint venture between Edelweiss Financial Services and Japan’s
Tokio Marine Holdings Inc. Edelweiss holds 65.72% equity in the Company and Tokio Marine holds the rest. We believe
partnership with an insurance giant like Tokio Marine has given the Company access to best global practices and brought
our processes on par with leaders in insurance across the world.
The Company operates under a life insurance license issued by IRDAI. It had a paid-up capital and security premium of
₹ 23,774.69 million and had approximately 3,48,000 unique policy holders as on March 31, 2022. It issued approximately
65,548 individual policies by end of March 31, 2022. The Company had a distribution presence through its 109 branches
and 63,484 personal financial advisors (PFAs) as on March 31, 2022.
The Gross Premium income in Fiscal 2022 was ₹ 14.57 billion compared to ₹ 12.24 billion in the previous year, a growth
of about 19.04%. The collected Individual Annualised Premium Equivalent (APE) increased by 4% to ₹ 4.20 billion in
FY22 and the CAGR since FY17 is 21% compared to 10% recorded by the industry. The Total assets under management
in Fiscal 2022 was ₹ 54.90 billion compared to ₹ 42.20 billion in the previous year, a growth of about 30%. The overall
13th month persistency is at 72% in Fiscal 2022 and Individual Claims Settlement Ratio is at 98% in Fiscal 2022
compared to 97% in Fiscal 2021. The Embedded Value of the business, calculated on market consistent basis, stands at
₹ 15.74 billion as on March 31, 2022.
The Company’s Solvency Ratio – calculated on the basis of IRDAI norms applicable to insurance companies – was 211%
as on March 31, 2022. As on Mar 31, 2021, the Company had a solvency ratio of 215% and as on Mar 31, 2020 at 232%,
consistently maintaining it well above the required 150%.
Life insurance companies, typically, have a long gestation period. Given our life insurance business is a little over 10
years old, it is yet to break even. The Loss After Tax after minority interest for Edelweiss Tokio Life business flowing
through our consolidated profit and loss statement was ₹ 1,111.50 million, ₹1,054.22 million, and ₹ 1,392.36 million for
the Fiscals 2022, 2021, and 2020, respectively.
We believe that a younger demographic, a rising life expectancy, and an absence of effective social security coverage
create a strong case for the longer-term growth potential of insurance products in India. To realise on this long-term
potential, we continue to invest to increase the scale of our Life Insurance business.
Edelweiss Tokio Life is focused on differentiating itself by being customer centric and enhancing customer experience
driven by technology. It follows a prioritized need-based sales methodology that puts the customer at the centre of solution
design and business processes. The customer centric approach of the business translates into product design, building
customer-oriented internal systems and processes and sales and service approach, which enables us to build long lasting
relationships.
Edelweiss Tokio Life has consistently been recognized by industry forums for its diverse capabilities, as is evident from
the following accolades:
• ‘Best Life Insurer’ & ‘Best Product Innovation’ titles received in April’21 at the BFSI Excellence Awards 2021
• ‘Best Customer Experience & Contact Center Management’ title received in June’21 at the Alden Global in
association with NASSCOM
129
• Certified as Great Place To Work for a second year in a row and made it to the list of Top 30 Best Workplaces in the
BFSI Sector
• Our flagship CSR initiative on Organ Donation #nomorewaiting won ‘‘CSR initiative of the year - India’ in Aug’21
at 6th Insurance Asia Awards. The campaign was also felicitated for its ‘valuable contribution towards the cause’ by
the Times of India in Sept’21
• Received ‘India's Most Trusted & Promising Insurance Brand Award’ for bancassurance and agency sales in Jan’22
at the insurance alerts awards.
Continuing its path of innovation, the company has focused primarily on Protection and Savings segments and launched
Total Protect Plus, a term insurance solution along with two income products – Premier Guaranteed Income (PGI), and
Guaranteed Income Star (GIS) plans which focused on benefits of income planning and longer-term retirement planning.
General Insurance Business
Edelweiss strengthened its retail foray and increased the breadth of solutions offered to customers, both corporate and
individual, with the launch of general insurance business in February 2018 through its 100% owned subsidiary Edelweiss
General Insurance Company Limited (EGICL).
It focuses on bringing out new and innovative solutions for its clients. Further, there is impetus on investing in ecosystem
partnerships and leveraging technology to deliver superlative customer experience.
EGICL had paid up capital and reserves of ₹ 1,349 million and had approximately 3,01,890 unique policy holders as at
March 31, 2022. EGICL had issued approximately 2,96,819 policies in the financial year 2022. EGICL operates through
approximately nine offices as at March 31, 2022.
The company generated Gross Written Premium (“GWP”) of ₹3,610 million, ₹ 2,264 million, and ₹ 1,586 million for the
Fiscals 2022, 2021, and 2020, respectively.
EGICL’s loss after tax was ₹ 1,062 million, ₹ 912 million, and ₹ 940 million, for the Fiscals 2022, 2021, and 2020,
respectively. EGIC’s Solvency Ratio – calculated on the basis of IRDAI norms applicable to insurance companies – was
167%, 209%, and 236% as on March 31, 2022, March 31, 2021, and March 31, 2020 respectively.
We believe that we have developed strong capabilities to build the scale of our business in the financial services and
general insurance markets, and that these capabilities can be leveraged to build the scale of our business in the general
insurance market.
General Insurance covers multiple product categories and the key risks relate to parametric risks wherein we price our
insurance products based on various assumptions and estimates relating to, among other factors, benefits, claim frequency
and claim severity etc.
We remain committed to operational excellence and nuanced underwriting. We are proud to have won top awards for our
product innovation and technology adoption efforts given by eminent industry consortiums and platforms. We have won
multiple awards for an innovative product like Edelweiss Switch and other technology initiatives undertaken.
Apart from bringing innovative solutions for customers and enhancing their experience, we endeavour to continuously
improve operational efficiency using our digital platform and leveraging data analytics for risk selection and pricing.
Wealth Management Business
Our wealth management business comprises of wealth advisory services, broking services, ESOP and margin funding,
capital markets business, financial products distribution and advisory services for our ultra-high net worth individuals
(“UHNI”), HNIs, affluent clients and corporate as well as institutional clients and is conducted through our Associate
companies.
The wealth management business is driven by growing affluence in India and a customer shift from bank savings to other
financial instruments. At the same time, the UHNIs and affluent clients are increasingly looking at sophisticated
investment strategies and turning towards more personalised and focused investment advisory services in their quest for
higher yields. This is creating immense opportunities for wealth management industry. Our Assets Under Advice
(“AUA”) in our wealth management business were approximately ₹1,960 billion, ₹ 2,020 billion and ₹ 1,550 billion as
130
at June 30, 2022, March 31, 2022 and 2021, respectively. We have revised the method of computation of AUA from
March 31, 2020, onwards. EWM Business had approximately 9,24,800 and 8,53,700 number of affluent clients as at
June 30, 2022 and March 31, 2022 respectively.
Our wealth management business experiences growth in AUA through organic growth by acquiring new clients and
enhanced investments from existing clients. In addition, the market-linked nature of the business can also increase (or
decrease) AUA with the rise (or fall) of the markets. Increasing affluence and disposable income, increased interest in
shifting from bank deposits to other financial instruments and a strong aspiring middle class are positive factors helping
the Indian wealth management space.
As one of India’s fastest growing wealth managers, we rank second amongst the Indian wealth management businesses
excluding banks (Source: Asian Private Banker League Tables as on Fiscal 2020)
PAG investment in Edelweiss Wealth Management (EWM)
PAG, an Asia-focused investment management group and Edelweiss Group have entered into definitive agreements
pursuant to which PAGAC Ecstasy Pte. Ltd. and/or its affiliates will acquire majority ownership and control of the
Edelweiss Wealth Management (EWM) business, housed in Edelweiss Securities Limited, Edelweiss Global Wealth
Management Limited and certain subsidiaries of ESL. The investment will be consummated post receipt of regulatory
approvals and subject to completion of other conditions precedent. The stake sale to PAGAC was completed in March,
2021 at a valuation of approximately ₹ 44 billion giving them a stake of ~61.5% and EFSL will hold 38.5% stake in
EWM with an option to increase it to ~44%. As a result of this transaction, EWM has ceased to be a subsidiary of our
Company and is now an Associate with effect from March 26, 2021.
For details in relation to the agreements entered into with PAG, please refer “History and Main Objects” on page 143.
ESOP and Margin Funding
We offer loan facilities against liquid marketable securities wherein our existing clients and investors borrow funds for
exercising their ESOPs or against their existing portfolio of investments. Other financial products include public issue
financing, and loans against mutual fund units or bonds and other listed financial instruments.
In our wealth advisory services, we seek to focus on each individual client’s profile including lifestyle, risk appetite,
growth expectations, current financial position and income requirements to create comprehensive and tailored investment
strategies. Our broad range of offerings includes a truly multi-asset class allocation advisory to structured products,
portfolio management, mutual funds, insurance, derivatives strategies, direct equity, private equity, commodities,
currencies, real estate funds, etc.
Our wealth management business has been globally recognized and awarded:
• Best Private Bank - India at the Global Private Banking Innovations Awards 2022
• Best Private Bank, India: Global Finance 2021
• Best Private Bank, for Family Offices India: Asiamoney Asia Private Banking 2022
• Best Broker, India: Finance Asia Country 2021
• Best Wealth Manager, India: The Asset Triple A Private Capital Awards 2021 Leading India Custodian: Global
Custodian ABEM Survey 2021
• Outstanding Wealth Management Offerings for High Net Worth clients: Global Private Banking Innovation Awards-
2021 by Global Private Banker & The Digital Banker
• Best Product Innovation: Global Private Banking Innovation Awards – 2021 by Global Private Banker & The Digital
Banker
131
Capital Markets
Wealth management business also offers capital markets services and benefits from strong client relationships and an
established track record of equity and debt capital markets, as well as M&A advisory services. This business includes
corporate finance advisory, institutional brokerage services, prime brokerage, custodial services, insurance brokerage and
fixed income advisory (collectively, our “Capital Markets” business).
Corporate Finance Advisory – Equity and Debt Capital Markets:
Edelweiss Investment Banking is a full-service advisory platform with proven track record across products including
Equity/Debt capital markets, M&A, Private Equity, Special Situations and Structured Finance. It continues to be among
leaders and has executed 71 equity and debt transactions in Fiscal 2022 across marquee clients.
Edelweiss Debt Capital Markets business maintained its number one position in Fiscal 2022 in public issuance of bonds
for the 8th year running. We were lead arrangers to 56.7% of the amount mobilized via this route (Source: Prime
Database). In CP issuances, Edelweiss stood at 3rd position in Fiscal 2022 with a market share of ~14%. We have
maintained our position in top 4 CP issuers since Fiscal 2015 and in other league tables by leveraging on the experience
and competence developed and sharpened over the years (Source: Prime Database).
This business has recently won “The Asset Triple A Infrastructure Award 2020 - Utility M&A deal of the Year” for
Sterlite Power’s sale of controlling stake in India Grid Trust to KKR and GIC.
Institutional Brokerage and Research Services:
Our institutional brokerage services businesses in India are backed by a large and experienced research team and a large
and diversified client base. We have focused on service, seamless execution and innovative research products to build
strong relationships with approximately 700 institutional investors, including domestic and foreign institutional investors.
We also provide broad access to Indian corporates via annual investor conferences in different locations around the world
with strong investor and Indian corporate participation. Edelweiss broking business has been recognised as Best Broker,
India at Finance Asia Country Awards 2020.
Our research coverage extended to around 270 companies in 30 industry sectors as at March 31, 2022. We believe that
the quality and calibre of research associated with Edelweiss is widely regarded across the institutional investor
community.
Our prime brokerage and custodial services business provide custodial services to institutional clients our clients range
from private to public sector and mid-cap to large-cap corporates across a wide range of industries.
Liability Management
We focus on meeting our funding requirements and managing short-term surpluses in a manner similar to that of a treasury
of commercial banks. As a part of this process, we track daily cash flows and expected cash flows for near and medium
term. We ensure maintenance of liquidity at groupand entity level and its investment across different asset classes. Our
sources of funding comprise credit facilities by way of term loans from banks, cash credits from banks, redeemable non-
convertible debentures and money market borrowings. We raise funds from diversified sources and through a wide range
of instruments in order to reduce our funding cost and maintain a large lender base. This assists us to raise resources at
competitive rates, protect interest margins and maintain a diversified funding portfolio designed to achieve funding
stability and liquidity. We believe that through our liability management operations, we maintain our ability to repay
borrowings as they mature and obtain new loans at competitive rates. We seek to manage and maintain an optimum level
of liquidity and comply with the prudent requirements of asset liability management. The objective is to obtain smooth
functioning of all our operations and to avoid the holding of excessive cash. We maintain a balance between interest
earning liquid assets and cash to optimise earnings. We actively manage our cash and funds flow by using various cash
management services provided by banks. We also invest temporary surplus funds with liquid debt based mutual funds.
Our investments are made in accordance with the investment policy approved by the Board. These responsibilities are
now devolved at entity level to ensure compliance and efficiency.
Asset and Liability Management
Our business requires significant working capital and, accordingly, our day-to-day liquidity management is a critical
function. We manage our liquidity and balance sheet to ensure that maturing liabilities are repaid smoothly. We also
132
manage key components of balance sheet, monitor interest rate sensitivity in our portfolio and take pre-emptive steps to
mitigate any potential liquidity risks and interest rate risks. We ensure that we maintain an adequate liquidity cushion to
meet short-term obligations while continuing to meet long-term obligations as a going concern. As at March 31, 2022
our available liquidity, which includes unencumbered government bonds, mutual fund investments, bank fixed deposits,
unutilised overdraft lines, sanctioned term loans from banks, Exchange margin, and other high quality liquid assets which
can be converted into cash in a short period of time if needed, was approximately ₹ 55 billion which was ~23% of our
borrowings on that day.
Our Asset Liability Management (the “ALM”)/Available Liquidity statement is prepared on a monthly basis to track our
inflows and outflows. The ALM statement is placed before the asset liability management committee periodically. Since
we have a mixed lending portfolio comprising short-term and long-term loans, we make efforts to match the maturity of
liabilities with the maturity of assets. We structure the treasury assets to maintain sufficient liquidity, address the capital
needs of the business and manage interest rate risks. We focus on enterprise-wide risk management to ensure optimum
returns and capital preservation. These responsibilities are devolved at entity level to ensure compliance and efficiency.
We also seek to continue to reduce dependence on short-term money market borrowings, diversify our sources of
borrowings and increase the proportion of our medium to long term borrowings.
Ever since the collapse of a AAA rated entity in September 2018, the NBFC industry is facing tight liquidity and a credit
crunch. The situation has been exacerbated by the COVID-19 pandemic. We have accordingly enhanced monitoring of
our available liquidity and also continue to work on various sources to raise fresh funds.
Besides maintaining a liquid balance sheet, we continue to reduce dependence on market borrowings, diversify sources
of borrowings, diversify the type of instruments through which we borrow and increase liabilities in the medium to long
term buckets. We have reduced dependence on CP borrowings to 8% of borrowings with the borrowings from NCDs and
bank finance accounting for 92% of total adjusted borrowings at the end of Fiscal 2022. The proportion of funding from
retail sources was 27% as at the end of Fiscal 2022. Overall share of borrowings maturing in less than one year and more
than one year stands at 33% and 67% respectively as at March 31, 2022.
All these steps have ensured that we continue to maintain positive gap in ALM through all time buckets, individually as
well as at consolidated level and also maintain sufficient available liquidity.
Key Operational Parameters
Our consolidated profit/(loss) for the year attributable to owners of the parent was ₹ 1,887.84 million, ₹ 2,653.36 million
and ₹ (20,452.45) million for the Fiscals 2022, 2021 and 2020, respectively.
The following table sets forth the Key Operational and Financial Parameters on a consolidated basis:

Parameters As at and for the year ended March 31
2022 2021 2020
Balance Sheet
Net Fixed assets (Refer Note I) 16,169.82 17,939.09 23,881.40
Total assets (Refer Note II) 431,877.80 463,500.13 5,42,775.36
Networth (Refer Note III) 75,923.20 76,769.95 72,070.77
Total equity and liabilities (Refer Note IV) 431,877.80 463,500.13 5,42,803.21
Profit and Loss
Total revenue 73,045.91 108,378.38 96,026.29
From operations 69,114.04 93,463.48 95,133.14
Other income 3,931.87 14,914.90 893.15
Total Expenses 71,738.65 106,915.79 1,20,592.81
Profit / (Loss) before tax 2,273.80 1,456.24 (24,566.52)

Profit / (Loss) for the year 2,120.74 2,539.20 (20,437.72)
Other comprehensive income/(loss) (1,194.37) (17.97) 4,726.42
Total comprehensive income/(loss) 926.37 2,521.23 (15,711.30)
EPS
(a) Basic 2.11 2.98 (23.01)
133
2022 2021 2020
(b) Diluted 2.11 2.97 (23.01)
Cash Flow
Net cash generated from / (used in) operating activities 55,922.48 34,580.26 1,20,984.10
Net cash generated from / (used in) investing activities (10,579.91) 40,849.12 1,992.49
Net cash generated from / (used in) financing activities (64,442.09) (85,869.42) (1,04,709.61)
Cash and cash equivalents as at the beginning of the year 38,985.15 49,425.19 31,158.21
Cash and cash equivalents at the end of the year 19,885.63 38,985.15 49,425.19
Net (decrease) / increase in cash and cash equivalents (19,099.52) (10,440.04) 18,266.98
Additional information
Cash and Cash Equivalents 19,885.63 38,985.15 49,425.19
Interest Income 30,454.79 40,344.01 59,019.46
Finance Costs 29,841.09 38,340.33 47,930.39
Notes: “Debt to equity ratio” refers to aggregate of Debt securities, Borrowings (other than debt securities), Subordinated Liabilities
at the end of the period divided by equity.
I. Net Fixed assets

Particulars As at
March 31, 2022 March 31, 2021 March 31,2020
Investment property 3,034.26 3,394.63 4,457.27
Property, Plant and Equipment 11,071.77 12,281.27 15,012.58
Capital work in progress 0.57 7.93 111.56
Intangible assets under development 195.70 124.17 320.79
Goodwill on consolidation 663.35 663.35 1,723.41
Other Intangible assets 1,204.17 1,467.74 2,255.79
Total Net Fixed Assets 16,169.82 17,939.09 23,881.40
II. Total Assets

Particulars As at
March 31, 2022 March 31, 2021 March 31, 2020
Total Financial assets 388,250.29 421,557.89 496,503.54
Cash and cash equivalents 19,885.63 38,985.15 49,425.19
Bank balances other than cash and cash equivalents 10,503.34 8,616.91 36,670.89
Derivative financial instruments 685.22 2,902.03 5,321.87
Stock in trade (Securities held for trading) 15,118.11 15,746.76 17,458.07
Trade Receivables 4,691.71 5,060.49 13,052.38
Loans 200,056.16 224,545.46 284,549.66
Investments 126,274.89 113,073.02 82,666.02
Other financial assets 11,035.23 12,628.07 7,359.46
Total Non-financial assets 43,627.51 41,942.24 46,271.82

Inventories - - 436.09
Reinsurance assets 3,432.77 3,393.36 2,944.42
Current tax assets (net) 8,912.80 7,218.14 5,839.78
Deferred tax assets (net) 10,645.61 9,584.99 9,564.75
Investment property 3,034.26 3,394.63 4,457.27
Property, Plant and Equipment 11,071.77 12,281.27 15,012.58
Capital work in progress 0.57 7.93 111.56
Intangible assets under development 195.70 124.17 320.79
Goodwill on consolidation 663.35 663.35 1,723.41
Other Intangible assets 1,204.17 1,467.74 2,255.79
Other non- financial assets 4,466.51 3,806.66 3,605.38
Total Assets 431,877.80 463,500.13 542,775.36
134
III. Networth
Particulars As at
March 31, 2022 March 31,2021 March 31,2020
Equity Share capital 898.20 890.90 889.51
Other equity 64,475.96 64,880.69 60,397.60
Equity attributable to Non-controlling interest 10,549.04 10,998.36 10,783.66
Networth 75,923.20 76,769.95 72,070.77
IV. Total equity and liabilities

Particulars As at
March 31, 2022 March 31,2021 March 31,2020
Derivative Financial Instruments 2,259.89 1,845.51 3,812.48
Trade Payables 12,901.27 4,894.78 12,785.83
Insurance claims payable 345.28 194.41 74.52
Debt securities 155,057.04 174,858.54 207,585.06
Borrowings (other than debt securities) 56,550.66 94,318.19 133,210.55
Deposits 15.60 96.01 2,168.97
Subordinated Liabilities 15,486.53 15,087.75 23,608.81
Other financial liabilities 50,573.22 45,207.17 49,270.35
Current tax liabilities (net) 173.94 253.00 906.30
Provisions 495.40 1,118.55 351.11
Policyholders’ liabilities 55,288.34 43,549.30 30,076.82
Deferred tax liabilities (net) 2,166.41 2,157.62 2,643.73
Other non-financial liabilities 4,641.02 3,149.35 4,210.06
Equity Share capital 898.20 890.90 889.51
Other equity 64,475.96 64,880.69 60,397.60
Equity attributable to Non-controlling interest 10,549.04 10,998.36 10,783.66
Total Equity and Liabilities 4,31,877.80 4,63,500.13 5,42,775.36
The following tables sets forth the Key Operational and Financial Parameters on a standalone basis:

2022 2021 2020
Balance Sheet
Net Fixed assets (Refer Note I below) 6.54 7.18 34.35
Total assets (Refer Note II below) 80,420.60 59,809.30 36,792.88
Net Worth (Refer Note III below) 50,002.16 41,259.88 34,545.70
Total equity and liabilities (Refer Note IV below) 80,420.60 59,809.30 36,792.88
Profit and Loss
Total revenue 13,724.73 17,218.73 2,590.06
Total Revenue from operations 8,364.49 3,436.06 2,347.92
Other income 5,360.24 13,782.67 242.14
Total Expenses 5,177.30 10,279.54 1,794.59
Exceptional Item - -
Profit before tax 8,547.44 6,939.19 795.47
Profit for the year 9,333.58 7,162.12 825.79
Other comprehensive income (0.10) 9.54 (0.47)
Total comprehensive income 9,333.48 7,171.66 825.32
EPS
(a) Basic 10.44 8.05 0.93
(b) Diluted 10.43 8.01 0.92
Cash Flow
Net cash generated from / (used in) operating activities (5,892.35) 1,174.28 399.72
135
2022 2021 2020
Net cash generated from / (used in) investing activities (3,772.09) (5,695.88) 2,207.66
Net cash generated from / (used in) financing activities 12,801.97 5,989.75 (2,703.70)
Cash and cash equivalents as at the beginning of the year 1,481.81 13.66 109.98
Cash and cash equivalents at the end of the year 4,619.34 1,481.81 13.66
Net (decrease) / increase in cash and cash equivalents 3,137.53 1468.15 (96.32)
Additional information
Cash and Cash Equivalents 4,619.34 1,481.81 13.66
Interest Income 2,918.12 834.96 121.16
Finance Costs 2,142.50 973.34 323.11
Notes: “Debt to equity ratio” refers to aggregate of Debt securities, Borrowings (other than debt securities), Subordinated Liabilities
at the end of the period divided by equity.
I. Net Fixed Assets

Particulars As at
Fiscal 2022 Fiscal 2021 Fiscal 2020
Property, Plant and Equipment 5.71 5.99 8.36
Intangible assets under development 0 0 9.16
Other intangible Assets 0.83 1.19 16.83
Total Net Fixed Assets 6.54 7.18 34.35
II. Total Assets

Particulars As at
Total Financial assets 77,534.14 58,600.10 35,715.03
Cash and cash equivalents 4,619.34 1,481.81 13.66
Other bank balances 539.08 8.19 9.55
Trade receivables 123.64 191.00 316.80
Loans 21,703.81 12,472.43 6.73
Investments 49,632.63 43,817.32 34,672.87
Other financial assets 915.64 629.35 695.42

Current tax assets (net) 951.08 688.06 618.59
Deferred tax assets (net) 1,159.14 378.08 291.13
Property, plant and equipment 5.71 5.99 8.36
Intangible assets under development 0 0 9.16
Other intangible assets 0.83 1.19 16.83
Other non-financial assets 769.70 135.88 133.78
Total Assets 80,420.60 59,809.30 36,792.88
III. Networth
Particulars As on
Equity Share Capital 898.20 890.90 889.51
Other Equity 49,103.96 40,368.98 33,656.19
Networth 50,002.16 41,259.88 34,545.70
136
IV. Total Equity and Liabilities
Particulars As on
Financial Liabilities 30,326.28 18,418.24 2,097.07
Derivative financial instruments - - -
Trade payables 952.15 2,354.43 53.35
Debt securities 24,322.12 7,288.95 734.12
Borrowings (other than debt securities) - 1,091.16 732.51
Other financial liabilities 5,052.01 7,683.70 577.09
Non-financial Liabilities 92.16 131.18 150.11

Current tax liabilities (net) 7.94 7.26 69.84
Provisions 7.19 3.59 9.08
Other non-financial liabilities 77.03 120.33 71.19
Equity 50,002.16 41,259.88 34,545.70

Equity Share Capital 898.20 890.90 889.51
Other Equity 49,103.96 40,368.98 33,656.19
Total Equity and Liabilities 80,420.60 59,809.30 36,792.88
Key Parameters of Edelweiss Retail Finance Limited

(₹ in million, except percentage)
Particulars As at and for the year ended March 31
2022 2021 2020
Gross Stage III Loan (A) 248.05 1,561.17 381.38
Total Gross Loan (B) 10,719.22 12,548.63 16,136.80
Gross Stage 3 % (A/B) 2.31% 12.44% 2.36%
Gross Stage III Loan 248.05 1,561.17 381.38
Less: Allowance for ECL on Stage III 52.82 279.81 75.20
Net Stage III (A) 195.23 1,281.36 306.18
Total Gross Loan 10,719.22 12,548.63 16,136.80
Net Loan (B) 10,666.40 12,268.82 16,061.60
Net Stage 3 % (A/B) 1.82% 10.44% 1.90%
Key Parameters of Edelweiss Housing Finance Limited

(₹ in million, except percentage)
2022 2021 2020
Gross Stage III Loan (A) 627.30 1,275.78 760.57
Gross Stage 3 % (A/B) 1.99% 3.50% 1.74%
Gross Stage III Loan 627.30 1,275.78 760.57
Net Stage III (A) 459.52 1,144.05 649.99
Total Gross Loan 31,448.72 36,453.58 43,610.39
Net Loan (B) 31,280.94 36,321.85 43,499.81
Net Stage 3 % (A/B) 1.47% 3.15% 1.49%
Key Parameters of ECL Finance Limited
(₹ in million except percentage)

2022 2021 2020
Gross Stage III Loan (A) 1,616.32 6,241.92 5,128.47
137
(₹ in million except percentage)
2022 2021 2020
Gross Stage 3 % (A/B) 2.84% 7.23% 3.76%
Gross Stage III Loan 1,616.32 6,241.92 5,128.47
Net Stage III (A) 1129.03 5,472.49 4434.09
Total Gross Loan 56,910.34 86,342.50 136,317.20
Net Loan (B) 56,423.05 85,573.07 135,622.82
Net Stage 3 % (A/B) 2.00% 6.40% 3.27%
Our Credit Ratings
Credit Ratings for Edelweiss Financial Services Limited as on the date of Tranche II Prospectus:
Credit Rating Agency Instruments Ratings

ACUITE Long Term - NCD ACUITE AA-/Negative
Brickwork Long Term SPs BWR PP-MLD AA-/Stable
Brickwork Long Term NCDs BWR AA-/Stable
CARE Short-term – Commercial Paper CARE A1+
CARE Long Term - NCDs CARE A+/Stable
CRISIL Long Term SP CRISIL PPMLD AA-r/Negative
CRISIL Long Term NCD CRISIL AA-/Negative
CRISIL Short-term – Commercial Paper CRISIL A1+
ICRA Long Term - NCD [ICRA]A+/Stable
Our Business Approach
From advisory and investment banking services, we have grown by strategically focusing on synergistic diversification
in complementary businesses, client segments, asset classes and geographies. Our strong focus on diversification has
helped our group grow from being an investment banking advisory house into a credit and financial services institution.
We believe that knowledge, research and innovation have been the key drivers of our growth. We constantly pursue
innovation, explore complementary businesses and invest in new business models. The core thinking that underlines each
of our business decisions is to provide long-term value creation by building sustainable businesses while focusing on risk.
We believe that, over the years, we have demonstrated the ability to reinvent ourselves in response to evolving economic
and business cycles. We believe that the element of adaptability and flexibility ensures our businesses identify
opportunities, deal with dynamic economic situations and are equipped to leverage knowledge, experience and
professionalism in dealing with new prospects.
As a diversified financial services company, we believe that we cater to all segments of society, as distinguished from
largely mono-line financial services companies that are focused on one or two asset classes and narrowly defined
customer segments, resulting to greater exposure to market cycles. Our businesses include retail credit, corporate credit,
wealth management, asset management, asset reconstruction and insurance. While our Credit businesses, currently facing
environmental headwinds, have provided us the steady growth and scalability in the past, we believe that our Advisory
business help us to stay competitive. We also believe that our Insurance business is a long-term opportunity to create a
stable source of growth.
Growing our business
Over the years, a key question that we have faced is what it takes to build a sustainable business. Having engaged in
trying to build sustainable and quality businesses over the last 25 years, we now believe that building a business involves
the management of four key vectors:
• Customers – Customer experience is a key component of the long-term growth of our business. Our brand building
mission has been intensified by digitalisation and easy access of customers to our products. We have also increasingly
enhanced our focus on customers with three new guiding principles added to our original list of ten, each of them
138
focusing on customers.
• People – We believe that our people are critical to the mission of our group and human capital sets apart good
companies from great companies. We believe that we have been fortunate to work with people who have not only
proved to be valuable assets in driving our business and enterprise functions but equally adept at helping extend our
core focus on people management to their own leadership teams.
• Risk – Managing risk and treading carefully is central to our mission and risk management has been a core focus
since our inception for the growth of our business. By embedding risk management into the culture of the
organisation, we have tried to ensure that the first line of defence starts with each individual and pervades throughout
our organisation.
• Cost – Managing costs is not about cutting costs, but about calibrating costs to ensure that necessary balance between
current and future spending and investment. We seek to continue invest in businesses and opportunities in order to
build the scale of our credit, wealth and asset management and insurance businesses.
We seek to support our management with these four key vectors along with a high degree of technological penetration
throughout our business operations.
Risk management
Our diversified financial services business activities are exposed to various risks that are either inherent to the business
or have their genesis in changes in the macro-economic environment. The good risk management practices of the
grouphave facilitated navigating through environmentally turbulent times. Respect for risk is an integral part of business
at Edelweiss. The good risk management practices of the Group have facilitated navigating through environmentally
turbulent times. Our Enterprise Risk Management (ERM) framework has helped us strategically benchmark our practices
across different business lines to the desired levels.
We have also put in place an in-house “Eleven-risk framework” as under to formalize the process of assess, avoid, manage
and mitigate risks across business verticals in a continuous manner.
A brief description of the risks we face is as under:
Risk Vector Description

Business Risk Risk of failure of strategy or execution or adverse change in environment or inability to innovate
Market Risk Risk of loss resulting from adverse movements in market variables
Liquidity Risk Risk of not being able to timely monetize an asset at a fair price; or inability to meet financial
obligations
Credit Risk Risk of loss due to inability or unwillingness of a counterparty to meet financial / contractual
obligations
Operational & Risk of loss resulting from inadequate or failed processes, system controls or human negligence
Process Risk
Fraud Risk Activities undertaken by an individual or entity in a dishonest or
illegal manner for personal gains
Regulatory Risk of not adhering to the letter and spirit of laws and regulations leading to fines or other penal
Risk action
139
Risk Vector Description
Reputation Risk Risk arising from negative perception about the organization on the part of stakeholders
Technology Risk of loss due to technology failures such as information security incidents or service outrages
Risk
Physical & Risk of loss and people safety due to disruption of basic services/infra due to natural or manmade
Infra Risk events
People Risk Risk of not having the right people with the right skills/competencies at the right time to achieve
business goals
A number of new initiatives have been taken in these eleven risk areas. For Regulatory risk, introduction of analytics to
identify early warning signs has facilitated in effective implementation of pro-active mitigant measures along with
compliance training programs to employees on policies and framework. For Operational & Process risk, all businesses
have identified its critical as well as non-critical processes and thorough review of the standard operating procedures
(SOPs) for all the critical processes. For Credit risk, a comprehensive framework for asset quality review was put in place
in Fiscal 2019 and the recalibration of the expected credit loss (ECL) model has been concluded during Fiscal 2020.
Reputational risk has been factored in all business strategies and it is managed with effective crisis management approach
and timely transparent response to all stakeholders. For Technology risk, significant progress has been made on IT
security front to manage the risk emanating from the changing ecosystem.
The elaborate risk governance structure at Edelweiss includes Risk Committee of the Board of the listed company. In
addition, key subsidiaries also have risk committee of their respective boards. At individual business level we have
Investment Committees and Business Risk Groups to Access, Avoid, Manage and Mitigate various risks.
Since the last year, the whole world has faced a tail risk event of COVID-19 pandemic. Coupled with national lockdown,
this event necessitated unique approaches to mitigate different types of risk. Our advance preparation along with
technology enablement in utmost agility ensured almost all our critical staff could work from home seamlessly for
business continuity and serving customer deliverables. We are using all our learnings from the pandemic to manage
various types of emerging and newer risks in our businesses.
Our diversified businesses give us the opportunity to leverage parallel growth opportunities, while at the same time
providing significant risk mitigation through reallocation of resources to address the prevailing economic environment.
We have developed our business model over several years to reach a level of diversification where our profits are
distributed across business segments thereby increasing the stability and sustainability in our operations.
Edelweiss was recognised for the Best risk technology implementation of the year at the CRO Leadership Awards in
February 2020.
Human Resources
Employee Inclusion and Diversity are an important element at the heart of Edelweiss. As at June 30, 2022, approximately
25% of our employees are women out of a total of approximately 5,833 employees excluding EWM employees.
We reinforce tenets that enable employees with different backgrounds, gender, ways to thinking, style of operating to
work effectively together and holistically play to their strengths. A significant component of our value-based culture is
commitment to acknowledge and appreciate efforts of employees through extensive recognition programs.
We believe our human capital is one of our most important strengths and a key driver of growth, efficiency and
productivity. We invest in developing our talent and leadership through various initiatives aimed at strengthening the
ability of our managers to bring together people, strategies, and execution to drive business results. We also have a
leadership programme with the objective of multiplying leadership capability, developing internal leaders and ensuring
seamless execution of our future growth. As at June 30, 2022, approximately 5% of our employees are in our centralised
three-tiered leadership pool, comprising of Management Committee members, senior leaders and business leaders, each
of whom undergo a structured engagement, communication and development programme during their membership period
in the leadership pool. The tenure of the current batch of Emerging Leaders is over and its continuation is under review.
Strong corporate social responsibility
We believe that corporate social responsibility program (“CSR”) is an important foundation of our business reputation.
Our CSR is carried out through our philanthropic arm, the EdelGive Foundation (“EdelGive”). EdelGive’ s mission is to
140
leverage our resources with a view to empower social entrepreneurs and organisations towards achieving systemic
change. EdelGive seeks to build a strong, efficient and high impact social sector by being the bridge between the users
and providers of philanthropic capital and knowledge, by catalysing the exchange of ideas, skills, talents and resources
among civil society, philanthropists, businesses and government.
Through EdelGive, we financially support, and also review and manage, our portfolio of non-profits and social
entrepreneurs. We also provide philanthropists with investment advice customised for the non-profit sector, as well as
analyses of outcomes of philanthropic investments and monitoring of individual programme milestones and broader
social impact.
EdelGive follows a research-based approach while sourcing credible non-profits. Investment decisions are based on
thorough due diligence of target beneficiary needs, aspects of sustainability and programme impact analysis. EdelGive’s
objective is to select the best grantees as well as focusing on organizations that are addressing the most urgent and
overlooked problems. EdelGive also attempts to signal other funders by taking the additional step of educating and
attracting donors, especially those lacking expertise in the area, thus effectively improving or magnifying the return on a
larger pool of philanthropic resources. EdelGive also endeavours to improve the performance of grant recipients by
moving from the role of capital provider to fully engaged partner, thereby improving the grantee’s effectiveness as an
organization.
EdelGive’s programme areas include social and economic empowerment of women (freedom from violence, access to
legal justice, grassroots leadership, access to rights and entitlements and freedom from economic dependence), access to
quality education (early childhood education, school transformation, and innovation and experimentation), and building
resilient livelihoods (water for livelihood, skill and institution building, employability skill building and financial
Inclusion - programmes that focus on the delivery of financial services at affordable costs to sections of disadvantaged
and low-income segments of society).
Edelweiss group has been recognized for excellence in CSR, through EdelGive Foundation, by the National CSR Award
given by the Hon’ble President of India, Shri Ram Nath Kovind on October 29, 2019. It was also recognised for “CSR
Initiative of the Year – India” for Organ Donation at the 6th Insurance Asia Awards in August 2021. Similarly, it was also
felicitated by Times of India in September 2021 for Organ Donation.
Outsourcing
We enter into outsourcing arrangements for non-essential functions with third party vendors for a number of our
businesses and services required by us. These vendors provide services, which include, among others, software services,
client sourcing, and call centre services. We conduct due diligence before finalising such outsourcing arrangements. We
adhere to outsourcing guidelines prescribed by various regulators.
ETLI complies with the IRDAI (Outsourcing of Activities by Indian Insurers) Regulations, 2017 published on May 5,
2017 and does not outsource any of the activities that are prohibited from being outsourced thereunder, including: fund
management NAV calculations; compliance with AML and KYC; product design; actuarial functions; risk management;
decision-making on underwriting and claims; policyholders grievances redressal; decision to appoint insurance agents;
and approval of advertisements.
Insurance Coverage
We maintain a number of insurance policies to cover the different risks involved in the operation of our business. We
maintain a directors’ and officers’ liability policy to cover certain liabilities that may be imposed on our directors and
officers. We believe that our insurance coverage is appropriate and adequate for our operations. We have insurance
policies covering, among others, electronic equipment, burglary, standard fire and special peril and machinery
breakdown, and comprehensive general liability insurance.
Competition
Our competitors include established Indian and foreign commercial banks, NBFCs, HFCs, small finance banks,
microfinance companies and the private unorganised and informal financiers, as well as insurance companies and
advisory businesses, who principally operate in the local market. In particular, many of our competitors may have
operational advantages in terms of access to cost-effective sources of funding and in implementing new technologies and
rationalising related operational costs.
141
Property
We own the premises located at Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai, 400 098. In addition, we also own
office premises at Kohinoor Towers in Mumbai and Fountainhead learning and development centre at Alibag. As at June
30, 2022, we had approximately 219 offices (including 216 domestic offices and three international offices) in around
129 cities (including approximately 126 domestic and three international cities) and excluding EWM. Except the three
owned properties mentioned above, other domestic office premises are on lease.
142
HISTORY AND MAIN OBJECTS
Corporate Profile
Our Company was incorporated in Mumbai as ‘Edelweiss Capital Limited’ on November 21, 1995 under the Companies
Act, 1956 pursuant to a certificate of incorporation issued by the RoC. Thereafter, our Company was issued a certificate
of commencement of business by the RoC, on January 16, 1996. Subsequently, the name of our Company was changed
to ‘Edelweiss Financial Services Limited’ pursuant to a fresh certificate of incorporation issued by the RoC on August 1,
2011. The registered office of our Company is situated at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai - 400 098,
Maharashtra, India and our CIN is L99999MH1995PLC094641.
For details of the business of our Company, see “Our Business” beginning on page 119.
Change in registered office of our Company
Pursuant to a resolution of our Board on September 18, 2000, the registered office of our Company was shifted from 413,
Dalamal Towers, Nariman Point, Mumbai - 400 021, Maharashtra to 1st Floor, Shalaka Sangh Cooperative Housing
Society, 9 Maharishi Karve Road, Cooperage Queen Barrack Area, Mumbai - 400 021, Maharashtra.
Thereafter, pursuant to a resolution of our Board dated July 2, 2004, our registered office shifted from 1 st Floor, Shalaka
Sangh Cooperative Housing Society,9 Maharishi Karve Road, Cooperage Queen Barrack Area, Mumbai 400 021,
Maharashtra to 14th Floor, Express Towers, Nariman Point, Mumbai 400 021, Maharashtra.
Further, pursuant to a resolution of our Board dated March 9, 2011, the registered office of our Company again shifted
from 14th Floor, Express Towers, Nariman Point, Mumbai 400021, Maharashtra to Edelweiss House, Off. C.S.T Road,
Kalina, Mumbai - 400 098, Maharashtra with effect from April 15, 2011.
Main objects of our Company
The main objects of our Company as contained in our Memorandum of Association are:
1. To carry on the business as Securities Brokers, Share and Stock brokers, finance and investment brokers, sub-
brokers, underwriters, sub-underwriters and consultants for and to purchase, acquire, hold, sell, buy, invest, trade,
exchange, deal, barter, borrow, lend, guarantee, give, comfort for pledge, hypothecate, charge and deal in investment
instruments of all kinds .and types whether securities or not including shares, stocks, debentures, bonds, cumulative
convertible preference shares, certificates of deposits, commercial papers, participation certificates, other securities
by original subscription, coupons, warrants, options and such other derivatives, units of Unit Trust of India and
other mutual funds or any other securities issued by the Companies, Governments, Corporations, Co-operatives,
Firms, Trusts, Societies, Authorities whether situated in India or abroad and to carry on financial operations of all
kinds including credit rating, money changers, OTC dealers, Stock Exchange members, bought out deals, placement
of shares, hedging. Also, to carry on the business of portfolio management services.
2. To carry on the business of an investment Company and to invest the capital and other moneys of the Company in
the purchase or upon the security of shares, stocks, units, debentures, debenture stocks, bonds, mortgages,
obligations and securities of any kind issued by any company including securities issued by asset reconstruction
companies or securitisation companies and other companies in any manner or guaranteed by any company,
corporation or undertaking of whatever nature whether incorporated or otherwise, and wheresoever constituted or
carrying on business and to buy, sell or otherwise deal in Shares, Stocks, Debenture-stocks, Bonds, Notes,
Mortgages, Obligation and other securities issued or guaranteed by any Government, Sovereign, Ruler,
Commissioners, Trusts, Municipal, Local or other authority or body whatsoever nature in India or abroad and also
to carry on the business of investment and research advisory services.
3. To act as money changers, brokers, buyers and sellers of all foreign currencies, to take positions and to trade on the
movements of foreign currencies on behalf of customers or otherwise, to hold operate and transact in foreign
currencies by maintaining foreign currency bank accounts or otherwise, and to issue or act as agents for traveller’s
cheques, credit cards and all instruments in any currency, subject to all rules, regulations and approvals as may be
necessary.
4. To carry on the business of Management Consultants, Merchant Bankers and Advisors on all aspects of Corporate
Financial and Commercial matters.
143
5. To undertake and carry on the business and activities as an Asset Management Company and/or to sponsor the setup
of a mutual fund, asset management company and trustee company.
6. To carry on the business as a Non-Banking Financial Company, Holding Company, Investment Company, to
undertake banking business/set up a banking company through a Non-operating Financial Holding Company or in
such other manner, as may be prescribed by the Reserve Bank of India, from time to time.
Details of any acquisition or amalgamation in the last one year
Our Company has not made any acquisition or amalgamation in the last one year prior to filing of this Tranche II
Prospectus.
Key terms of Material Agreements and Material Contracts
Other than the below-mentioned agreements, our Company has not entered into material agreements and material
contracts which are not in the ordinary course of business, in the last two years.
In relation to Edelweiss Gallagher Insurance Brokers Limited
Share Purchase Agreement dated July 1, 2021 between our Company, Arthur J. Gallagher & Co (“AJG”) and Edelweiss
Gallagher Insurance Brokers Limited
AJG entered into a share purchase agreement dated July 01, 2021 (“Share Purchase Agreement”) with Edelweiss
Gallagher Insurance Brokers Limited (“EGIBL”) and Edelweiss Financial Services Limited (“EFSL”) in relation to
purchase of 3,700,000 (three million seven hundred thousand) equity shares comprising 70.0% (seventy percent) of the
issued and paid up equity share capital of EGIBL (on a fully diluted basis) held by EFSL along with EFSL nominees to
AJG. Pursuant to a discussion between EFSL and AJG, it has been decided to sell the sale shares to AJG subject to the
terms and conditions contained in the Share Purchase Agreement. EFSL shall simultaneously on receiving the
consideration on the completion date, sell, transfer and deliver the sale shares with full title of EGIBL shares to AJG. The
parties have also agreed to grant a call option and a put option in respect of the option sale shares, as per the terms and
conditions set out in this agreement. The Share Purchase Agreement contains the customary provisions relating to the
condition precedent, obligations, completion, grant and exercise of options, warranties, limitation on liability, indemnity,
confidentiality, assignment, further assurance, severance and validity, and specific performance.
In relation to Edelweiss Securities Limited
Share Subscription Agreement dated November 12, 2019 between our Company, Sanaka Growth SPV I Limited
(“Investor I”) and Edelweiss Securities Limited (“ESL”) read with the first addendum dated November 12, 2019 (“First
Addendum”) and second addendum dated December 24, 2019 (“Second Addendum”), collectively the “Sanaka SSA”.
Our Company, Investor I and ESL have entered into Sanaka SSA for recording the terms and conditions of investment
by Investor I in ESL. In accordance with the Sanaka SSA, Investor I’s investment in ESL is to be completed in three
tranches, as set out below:
(a) The first tranche comprising of: (i) 100 equity shares of ESL at fair market value; and (ii) cumulative compulsorily
convertible preference shares (“CCPS”) of ESL having face value and issue price of ₹ 1,000 each aggregating to
USD16,453,333;
(b) The second tranche comprising of CCPS of ESL aggregating to USD 16,453,333; and
(c) The third tranche comprising of CCPS of ESL aggregating to USD 16,453,334.
Shareholders’ Agreement dated November 12, 2019 between our Company, Investor I and ESL read with the first
addendum dated November 12, 2019 (“First Addendum”), collectively the “Sanaka SHA”.
Our Company, Investor I and ESL have entered into the Sanaka SHA which governs the inter se relationship between
our Company and Investor I as shareholders of ESL.
In accordance with the Sanaka SHA, Investor I has been granted certain rights including, the right to nominate and appoint
one director on the board of ESL and its subsidiaries, and certain direct and indirect subsidiaries of our Company (the
144
“EGIA Subsidiaries”); the decision on certain specified reserved matters with respect to ESL and the EGIA Subsidiaries
(as applicable), including amendment of charter documents which may impact or alter the rights of Investor I, may only
be made or taken by the board or any committee of the board, management and/or shareholders of ESL and/or the EGIA
Subsidiaries (as applicable), with the specific written consent of Investor I.
Share Subscription Agreement dated August 14, 2019 between our Company, Kora Master Fund LP (“Investor II”) and
Edelweiss Securities Limited (“ESL”)
Our Company, Investor II and ESL have entered into a share subscription agreement on August 14, 2019 (the “Kora
SSA”) for recording the terms and conditions for the investment by Investor II (through its affiliate) in ESL. In accordance
with the Kora SSA, Investor II’s investment in ESL is to be completed in three tranches, as set out below:
(a) The first tranche comprising of: (i) 100 equity shares of ESL at fair market value; and (ii) CCPS of ESL having face
value and issue price of ₹ 1,000 each aggregating to USD 25,000,000;
(b) The second tranche comprising of CCPS of ESL aggregating to USD 25,000,000; and
(c) The third tranche comprising of CCPS aggregating to USD 25,000,000.
Shareholders’ Agreement dated August 14, 2019 between our Company, Investor II and ESL
Our Company, Investor II and ESL have entered into a shareholders’ agreement on August 14, 2019 (the “Kora SHA”),
which records and governs their relationship inter se as shareholders of ESL.
In accordance with the Kora SHA, Investor II has been granted certain rights including, the right to nominate and appoint
one director on the board of ESL and its subsidiaries and certain direct and indirect subsidiaries of our Company (the
“EGIA Subsidiaries”); the decision on certain specified reserved matters with respect to ESL and the EGIA Subsidiaries
(as applicable), including (a) amendment of charter documents which may impact or alter the rights of Investor II; may
only be made or taken by the board or any committee of the board, management and/or shareholders of ESL and/or the
EGIA Subsidiaries (as applicable), with the specific written consent of Investor II.
Share Purchase Agreement dated March 12, 2021 between PAGAC Ecstasy I LLC (“Purchaser”), Kora Investments I
LLC (“Seller”) and Edelweiss Securities Limited (“ESL”)
The Purchaser, the Seller and ESL have entered into a share purchase agreement on March 12, 2021 for acquiring the
following shares in ESL (“Kora Sale Shares”):
(a) 1,695,327 equity shares to be issued to the Seller upon conversion of all of 1,773,313 compulsorily convertible
preference shares owned by the Seller on the execution date i.e., March 12, 2021 (“Kora CCPS”); and
(b) 100 equity shares owned by the Seller as on the execution date i.e., March 12, 2021.
The consideration amount for the transfer of Kora Sale Shares from Seller to the Purchaser is USD equivalent of ₹
2,693,643,238 (Indian Rupees Two Hundred and Sixty Nine Crores Thirty Six Lakh Forty Three Thousand Two Hundred
and Thirty Eight only).
Share Purchase Agreement dated March 17, 2021 between PAGC Ecstasy I LLC (“Purchaser”), Sanaka Growth SPV I
Limited (“Seller”) and Edelweiss Securities Limited (“ESL”)
The Purchaser, the Seller and ESL have entered into a share purchase agreement on March 17, 2021 for acquiring the
following shares in ESL (“Sanaka Sale Shares”):
(a) 10,04,923 equity shares to be issued to the Seller upon conversion of all of 11,70,736 CCPS owned by the Seller on
the execution date i.e., March 17, 2021 (“Sanaka CCPS”); and
(b) 100 equity shares owned by the Seller as on the execution date i.e., March 17, 2021.
The consideration amount for the transfer of Sanaka Sale Shares from Seller to the Purchaser is USD equivalent of ₹
1,596,750,204 (Indian Rupees One Hundred and Fifty-Nine Crore Sixty Seven Lakh Fifty Thousand Two Hundred and
Four only).
145
Share Purchase Agreement dated May 19, 2021 between our Company, Pagac Ecstasy Pte Ltd and Edelweiss Securities
Limited
Pagac Ecstasy Pte Ltd (“Seller”) entered into a share purchase agreement dated May 19, 2021 (“Share Purchase
Agreement”) with Edelweiss Financial Services Limited (“Purchaser”) and Edelweiss Securities Limited
(“Company”). In consideration of mutual promises, covenants and conditions that the Seller has agreed to sell, and the
Purchaser has agreed to purchase, the sale shares, in the manner set out in the Share Purchase Agreement. The parties
agree that the Seller shall transfer to the Purchaser and/or to the affiliate the sale shares free from any encumbrance. The
Share Purchase Agreement contains the customary provisions relating to representations, warranties and indemnities,
covenants of the parties, events of default, assignment, specific performance, and termination.
In relation to Edelweiss Global Wealth Management Limited and Edelweiss Securities Limited
Amended and Restated Share Purchase Agreement dated October 19, 2020 between our Company, ECAP Equities
Limited (“ECAP Equities”) and Edelweiss Global Wealth Management Limited (“EGWML”)
Our Company and ECAP Equities (the “Sellers”) have entered into the amended and restated share purchase agreement
on October 19, 2020 (the “SPA”) with EGWML, to record the updated terms of acquisition of equity shares of Edelweiss
Securities Limited (“ESL”).
Pursuant to, and subject to the other terms of, the SPA, EGWML is to acquire: (i) 2,665,235 equity shares of ESL with
face value of ₹ 10 each (“ESL Shares”), from ECAP Equities; and (ii) such number of ESL Shares from our Company
as mutually agreed between our Company and EGWML (together the “ESL Sale Shares”). The aggregate consideration
for the acquisition by EGWML of the ESL Sale Shares from our Company and ECAP Equities is ₹ 19,440 million, for
acquisition of 48.6% of equity share capital of ESL (on a fully diluted basis).
Amended and Restated Securities Subscription Agreement dated October 19, 2020 between our Company, Edelweiss
Global Wealth Management Limited (“EGWML”), PAGAC Ecstasy Pte Ltd (the “Investor 1”), Asia Pragati Strategic
Investment Fund (the “Investor 2” and collectively with Investor 1, the “Investors”) and Edelweiss Securities Limited
(“ESL”) read with amendment agreement dated March 19, 2021 (“Amendment Agreement”).
Our Company, EGWML and ESL have entered into the amended and restated securities subscription agreement on
October 19, 2020 (the “SSA”) with the Investors, to record the updated terms of the investment by the Investors and
EGWML in ESL. The SSA was amended on March 19, 2021 (“SSA Amendment”).
Pursuant to, and subject to the other terms of, the SSA, read with the SSA Amendment: (i) the Investors shall subscribe
to 970,087 equity shares of ESL of face value of ₹ 10 (the “ESL Shares”) for an aggregate consideration of ₹
1,218,080,040.68; (ii) Investor 2 shall subscribe to such number of compulsorily convertible debentures to be issued by
ESL (the “ESL CCDs”) that will convert into 0.9% of the total issued and paid-up equity share capital of ESL on a fully
diluted basis (the “ESL Share Capital”) for an aggregate consideration of ₹ 395.875 million; and (iii) EGWML shall
subscribe to such number of ESL Shares that will constitute 5.92% of the ESL Share Capital for ₹ 2,604 million. On the
closing date of the SSA, EGWML and the Investors shall collectively hold 51% of the ESL Share Capital.
Under the SSA read with the SSA Amendment, our Company also has a right to subscribe to up to 3,262,422 Equity
Shares in ESL (“Subscription Call Securities”), exercisable at any time prior to the expiry of 18 (eighteen) months from
the Closing Date, such that upon issuance of the Subscription Call Securities to our Company, our Company will hold up
to 43.76% of the ESL Share Capital.
Amended and Restated Investment Agreement dated March 18, 2021 between our Company, Edelweiss Global Wealth
Management Limited (“EGWML”), PAGAC Ecstasy Pte Ltd (the “Investor 1”) and Asia Pragati Strategic Investment
Fund (the “Investor 2” and collectively with Investor 1, the “Investors”) and Edelweiss Securities Limited (“ESL”)
Our Company, EGWML and ESL have entered into the amended and restated investment agreement on March 18, 2021
(the “Investment Agreement”) with the Investors, to record the updated terms of the investment by the Investors in
EGWML. Pursuant to, and subject to the other terms of the Investment Agreement, (i) the Investor 1 is to subscribe to
21,919,000 compulsorily convertible debentures of face value of ₹ 1,000 each (the “CCDs”) for a consideration of ₹
21,919 million; and (ii) the Investor 1 is to purchase 125,000 CCDs held by our Company in EGWML for a consideration
of ₹ 125 million. The CCDs are convertible into 99% of the share capital of EGWML (on a fully diluted basis) at the
option of Investor 1 and upon subscription of the CCDs, Investor 1 will acquire control over EGWML (including over
the ESL shares held by EGWML).
146
The Investment Agreement specifically provides that the investment by the Investors is towards acquisition of a
controlling interest in the wealth management business of the Edelweiss group (“EWM”) and a non-controlling stake in
the custodial business and designated depository participant business (but not the asset management business (“EAM”)
of the Edelweiss group (“EAM Business”), and Edelweiss group companies carrying on the EAM Business . In the event,
our Company ceases to hold any securities in EGWML, our Company shall have the right to require transfer of and all
the assets of EGWML other than those pertaining to EWM Business (“EAM Assets”) to ourself or to any other affiliate
of our Company in accordance with applicable law, prior to ceasing to hold such securities in the EGWML solely at the
cost and expense of our Company.
Under the terms of the Investment Agreement, the board of directors of EGWML (“Board”) shall at all times designate
and authorize 1 (one) Director nominated by our Company for the operations and management of and all other actions or
matters required to be undertaken in respect of the EAM Assets. Further, the Board may constitute, and delegate any of
its powers to committees, to assist it in its decision-making on specific matters (other than for matters concerning EAM
Assets, which shall not be delegated to any committee). In respect to the executive management, other than for operations
and management of the EAM Assets, the members of the executive management of EGWML, shall be determined by the
Board with the consent of the Investor. Further, our Company and/or our affiliates are not permitted to transfer any
securities (including equity shares) held in EGWML without the prior written consent of Investor 1 and Investor 1 has a
call option on the securities held by our Company in EGWML.
The Investment Agreement also includes representations, warranties, undertakings, and indemnities given by our
Company in favour of the Investors in relation to the EWM business and the transactions contemplated between the
parties.
Amended and Restated Implementation Agreement dated March 18, 2021 between our Company, Edelweiss Global
Wealth Management Limited (“EGWML”), PAGAC Ecstasy Pte Ltd (the “Investor 1”) and Asia Pragati Strategic
Investment Fund (the “Investor 2” and collectively with Investor 1, the “Investors”), Edelweiss Securities Limited
(“ESL”), Edelweiss Custodial Services Limited (“ECSL”), Edelweiss Alternative Asset Advisors Limited (“EAAAL”)
and ECAP Equities Limited (“ECAP Equities”)
Our Company has entered into the amended and restated implementation agreement dated March 18, 2021 (the
“Implementation Agreement”) with EGWML, the Investors, ESL, Company, ECSL, EAAAL and ECAP Equities in
relation to the acquisition of majority ownership and control by the Investors in our wealth management business (the
“Transaction”), to record the updated terms and conditions pursuant to which the steps required to give effect to the
Transaction are to be undertaken.
The Implementation Agreement provides for the Transaction to be executed in three phases as mentioned below:
(i) Phase I: Phase I comprises of inter alia (a) our Company incorporating or identifying an existing company to acquire
certain non-wealth management business (the “EAMCo.”); and (b) the completion of the transactions contemplated
under the SPA, SSA and the Investment Agreement subject to terms thereof; and execute agreements in relation to
transfer of custody and designated depository business from Edelweiss Custodial Services Limited to Edelweiss
Capital Services Limited (“ECSL”) and ESL acquiring non-controlling stake in the custodial business and designated
depository participant business. The Phase I long stop date is the date falling 13 months from August 27, 2020 (the
original execution date) subject to extension by a further period of 11 months by mutual consent of the Investor 1
and our Company.
(ii) Phase II: Phase II comprises of inter alia: (a) demerger of the business of EGMWL which might result in the change
in control of ECSL (i.e., the sponsor of Edelweiss Asset Reconstruction Company Limited (“EARC”); (b) demerger
of the business of EGMWL which might result in the change in control of our Company; and (c) the demerger of
EGMWL leading in change in control of the offshore entities of Edelweiss group. The Phase II long stop date is the
date falling 18 months from the closing date of the Phase I Closing date, subject to extension by a further period of
11 months by notice in writing by the Investor 1 at its sole discretion. Upon completion of Phase II, the Investor
(and/or its affiliates) will directly hold at least 61.47% in ESL on a fully diluted basis.
(iii) Phase III: Phase III involves the demerger of the merchant banking business housed in our Company along with the
investments in its subsidiaries carrying on the wealth management business into ESL, pursuant to which shares of
ESL will get listed and such that the shareholders of our Company inter alia will become direct shareholders of ESL.
147
The Implementation Agreement also includes customary interim protection covenants and various other representations,
undertakings and indemnities given by our Company in favour of the Investors in relation to the wealth management
business and the transactions contemplated between the parties, including exclusivity and non-solicit provisions.
Amended and Restated Shareholders’ Agreement dated March 18, 2021 between our Company, Edelweiss Global Wealth
Management Limited (“EGWML”), PAGAC Ecstasy Pte Ltd (the “PAG Investor”) and Edelweiss Securities Limited
(“ESL”)
Our Company and ESL have entered into the amended and restated shareholders’ agreement on March 18, 2021 (the
“ESL PAG SHA”) with the PAG Investor and EGWML (PAG Investor and EGWML are collectively referred to as the
“Investor”) to record the terms and conditions governing inter alia the management of ESL and its subsidiaries and the
inter se rights between the parties in relation to ESL, which will come into effect from the date of PAG making its
investment in the wealth management business of the Edelweiss group (“EWM Business”) in term of the Investment
Agreement.
The ESL PAG SHA specifically provides that the investment by the Investor is towards acquisition of a controlling
interest in only the EWM Business and all risks and rewards of the asset management business (“EAM”) will remain
with our Company, which will keep the Investor indemnified from any losses in relation to EAM.
The ESL PAG SHA inter alia provides that:
• the board of directors of ESL shall comprise of 13 directors (including four independent directors) with the Investor
holding the right to nominate up to 5 directors and our Company holding the right to nominate up to 3 directors of
ESL. The Investor and our Company shall each have the right (but not the obligation) to recommend 2 persons to the
ESL board for appointment as independent directors. The chairperson of the board and the general meetings shall be
one of the directors nominated by the Investor.
• neither ESL nor its shareholders nor any director, officer, committee, committee member, employee, agent or any of
their respective delegates shall, with respect to ESL, take any decisions or actions in relation to certain reserved
matters including amendment of the articles of association of ESL and/or the subsidiaries of ESL undertaking EWM
(the “EWM Group Companies”) that would result in any rights of our Company, being varied or modified in a
manner that is adverse to it (except in accordance with the agreements executed in connection with the investment
made by the Investor in the EWM Business) without the approval of our Company in the manner specified in the
ESL PAG SHA.
• On and from the date of listing of the equity shares of ESL on recognised stock exchange(s) (if achieved in terms of
the ESL PAG SHA), the board of directors of ESL shall comprise of such number of directors as may be determined
by the Investor, the chairperson of the board of directors of ESL shall be an independent director, the directors
appointed by the Investor shall at all times comprise the majority of the board of directors of ESL and Mr. Rashesh
Shah and Mr. Venkatchalam A. Ramaswamy shall have the right to be appointed, or in the alternate appoint 1 (one)
nominee each, to the ESL board of directors.
• Our Company is required to hold equity share capital representing at least 20% of the total equity share capital of
ESL for the period specified in the ESL PAG SHA.
• The Investor shall have the right of first offer, should our Company intend to sell all or any part of the equity securities
held by them in ESL to a third party (other than the competitors listed out in the ESL PAG SHA).
• In the event, the Investor (and/or any of its affiliates) holding equity securities proposes to transfer any equity
securities to a third party, our Company, shall have a tag-along right in accordance with the terms of and in the
manner specified in the ESL PAG SHA.
The ESL PAG SHA also includes other customary provisions relating to the governance and management of ESL and its
subsidiaries carrying on the EWM Business, including event of default, non-compete and non-solicit provisions.
148
Transition Services Agreement dated 19 March, 2021 executed between our Company and Edelweiss Securities Limited
(“ESL”).
Our Company (the “Provider”) has entered into a transition services agreement on 19 March 2021 (“Effective Date”)
with ESL (the “Recipient”) (the “TSA”), to provide the Recipient with (a) technology related services (such as provision
of computer and IT infrastructure, maintenance and transfer of software applications etc.); and (b) real estate services
(i.e., leasing premises / property under leave and license agreements) for a period of 36 (thirty-six) months from the
Effective Date, in consideration of service fees, the details of which are set out in the TSA.
Brand License Agreement dated March 19, 2021 between our Company and Edelweiss Securities Limited (“ESL”)
Our Company and ESL have entered into a brand license agreement on March 18, 2021 for recording the terms and
conditions including calculation mechanism and payment of licensing fee, on the basis of which our Company has granted
ESL and its subsidiaries conducting of our wealth management business (“EWM Companies”) the license to use the
‘Edelweiss’ brand. During the term of this agreement, ESL shall be responsible for compliance of the other EWM
Companies with the agreed terms and conditions under the brand license agreement.
Share Purchase Agreement dated May 19, 2021 between our Company, PAGAC Ecstasy Pte Ltd (the “PAG Investor”)
and Edelweiss Securities Limited (“ESL”)
PAG Investor entered into a share purchase agreement dated May 19, 2021 with the Company and Edelweiss Securities
Limited where-in, in consideration of mutual promises, covenants and conditions PAG Investor has agreed to sell, and
the Purchaser has agreed to purchase, 1,834,455 equity shares of ESL (of the 36,70,537 equity shares of ESL held by it),
in the manner set out in the Share Purchase Agreement. The seller shall transfer to the purchaser and/or to the affiliate
the sale shares free from any encumbrance at the sale price agreed between the PAG Investor and the Company. The
Share Purchase Agreement contains the customary provisions relating to representations, warranties and indemnities,
covenants of the parties, events of default, assignment, specific performance, and termination.
In relation to Edelweiss Capital Services Limited
Share Purchase Agreement dated March 17, 2021 between Edelweiss Securities Limited (“Seller”), our Company and
Edelweiss Capital Services Limited (“ECSL”)
Our Company, the Seller and ECSL have entered into a share purchase agreement on March 17, 2021, for our Company
acquiring 2,65,20,000 equity shares of ECSL held by the Seller, which constitutes 51% of the total issued and paid-up
capital of ECSL (“ECSL Sale Shares”):
The consideration amount for the transfer of ECSL Sale Shares from Seller to our Company is ₹ 26,52,00,000.
Shareholders’ Agreement dated March 17, 2021 between Edelweiss Securities Limited (“ESL”), Edelweiss Capital
Services Limited (“ECSL”) and our Company
ESL, ECSL and our Company have entered into a shareholders’ agreement on 17 March 2021 (the “ECSL SHA”), which
records and governs their relationship inter se as shareholders of ECSL.
The ECSL SHA inter alia provides that:
• the board of directors of ECSL shall comprise of 4 directors with ESL holding the right to nominate up to 2 directors
and our Company holding the right to nominate up to 2 directors of ECSL. In case of equality of votes, any one of
our nominate director may exercise a casting vote.
• ESL is not permitted to transfer any shares held by it in ECSL, unless specifically permitted otherwise in the ECSL
SHA, without first obtaining the consent of our Company. Similarly, our Company is not permitted to transfer any
shares held by it in ECSL, unless specifically permitted otherwise in the ECSL SHA, without first obtaining the
consent of ESL.
• ESL has a call option, subject to applicable law including any regulatory approvals, to sell all or any of the equity
shares held by our Company in ECSL, to ESL.
149
Subsidiary Companies
As on June 30, 2022, our Company has following subsidiaries:
1. ECap Securities & Investments Limited

2. Edelweiss Investment Adviser Limited
3. Edel Land Limited
4. Edel Finance Company Limited
5. Edelweiss Rural & Corporate Services Limited
6. EdelGive Foundation
7. ECL Finance Limited
8. Edelweiss Housing Finance Limited
9. Edelweiss Retail Finance Limited
10. Edelweiss Asset Reconstruction Company Limited
11. Edelweiss Alternative Asset Advisors Limited
12. Edelweiss Asset Management Limited
13. Edelweiss Trusteeship Company Limited
14. Allium Finance Private Limited
15. Edel Investments Limited
16. Edelcap Securities Limited
17. Edelweiss Capital Services Limited
18. Comtrade Commodities Services Limited
19. Edelweiss Securities and Investments Private Limited
20. Edelweiss Real Assets Managers Limited
21. Sekura India Management Limited
22. Edelweiss Tokio Life Insurance Company Limited
23. Edelweiss General Insurance Company Limited
24. EC International Limited
25. Edelweiss Alternative Asset Advisors Pte. Limited
26. Edelweiss International (Singapore) Pte. Limited
27. EAAA LLC
28. EW Special Opportunities Advisors LLC
29. Edelweiss Global Wealth Management Limited
Associates
As on June 30, 2022, our Company has following associates:
1. Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited)

2. Edelweiss Broking Limited
3. Nuvama Wealth Finance Limited (formerly known as Edelweiss Finance & Investments Limited)
4. Edelweiss Custodial Services Limited
5. Nuvama Asset Management Limited (formerly known as ESL Securities Limited).
6. Nuvama Capital Services (IFSC) Limited (formerly Edelweiss Securities (IFSC) Limited)
7. Nuvama Investment Advisors Private Limited (formerly known as Edelweiss Investment Advisors Private Limited)
8. Nuvama Investment Advisors (Hongkong) Private Limited (formerly known as Edelweiss Securities (Hong Kong)
Private Limited)
9. Edelweiss Financial Services Inc.
10. Nuvama Financial Services (UK) Limited (formerly known as Edelweiss Financial Services (UK) Limited)
Enterprises over which control is exercised by the Company
As on June 30, 2022, our Company exercises control on the following enterprises :
• ESAF - I Trust • EARC Trust SC 130 • EARC Trust SC 321

• EARC SAF - 2 Trust • EARC Trust SC 223 • EARC Trust SC 325
• EARC SAF - 3 Trust • EARC Trust SC 229 • EARC Trust SC 329
• EARC Trust SC 6 • EARC Trust SC 238 • EARC Trust SC 331
150
• Edelweiss Resolution Advisors • Edelweiss Multi Strategy Fund • Edelweiss Private Equity Tech Fund
LLP Advisors LLP
• Edelweiss Value and Growth • Edelweiss Employees Welfare • Edelweiss Employees Incentive
Fund Trust and Welfare Trust
• India Credit Investments Fund -
II
151
OUR MANAGEMENT
Board of Directors
The general superintendence, direction and management of our affairs and business are vested in our Board of Directors.
The Articles of Association sets out that the number of Directors in our Company shall be not less than three and not
more than Fifteen.
As of the date of this Tranche II Prospectus, we have eight Directors on the Board, out of which three Directors are
Executive Directors, one Director is Non-Executive Non-Independent Director and four Directors are Non-Executive
Independent Directors. Our Company has two women directors including one woman Independent Director on the Board.
Details of Board of Directors as on the date of this Tranche II Prospectus:
Name, designation, and Age Address Date of Appointment Other directorships

DIN (in
years)
Rashesh Shah 59 223/B Kalpataru Date of appointment: • ECL Finance Limited;
Horizon-B, S. K. Ahire November 21, 1995 • Edelweiss Asset
Designation: Marg, Worli, Mumbai Reconstruction Company
Chairman and 400 018, Maharashtra, Date of re-appointment: Limited;
Managing Director India April 1, 2022 • Edelweiss Tokio Life
Insurance Company Limited;
DIN: 00008322 • Mabella Trustee Services
Private Limited;
• Rashesh & Vidya Shah
Family Foundation; and
• Edelweiss General Insurance
Company Ltd.
• Nuvama Wealth Management
Limited (formerly known as
Edelweiss Securities Limited)
Venkatchalam 56 Flat No 2101/2201, Date of appointment: • ECL Finance Limited;
Ramaswamy Mangrish Apartments, February 20, 1996 • Edelweiss Asset
Kashinath Dhuru Road, Reconstruction Company
Designation: Vice- Near Kirti College, Date of re-appointment: Limited;
Chairman & Dadar West, Mumbai – April 1, 2022 • Edelweiss Alternative Asset
Executive Director 400028, Maharashtra, Advisors Pte. Ltd.;
India. • Edelweiss Investment
DIN: 00008509 Advisors Pte. Ltd.;
• Edelweiss Asset Management
Limited
• Edelweiss Real Assets
Managers Limited
• Edelweiss Global Wealth
Management Limited;
Himanshu Kaji 57 C/5, C/7, Ishwar Niwas, Date of appointment: None

Sicka Nagar, V. P. Road, November 1, 2011
Designation: Mumbai 400 004,
Executive Director Maharashtra, India Date of re-appointment:
November 1, 2019
DIN: 00009438
Vidya Shah 56 223, Kalpataru Horizon Date of appointment: • Edelgive Foundation;
B, S K Ahire Marg, August 1, 2014
152
DIN (in
years)
Designation: Non- Worli, Mumbai 400 018, • Edelweiss Asset
Executive Non- Maharashtra, India Reconstruction Company
Independent Director Limited;
• Foundation for Reinventing
DIN: 00274831 Governance;
• Kimyo Learning Private
Limited;
• Mabella Trustee Services
Private Limited ;
• Toolbox India Foundation;
• Rashesh & Vidya Shah
Family Foundation;
• Foundation for Promotion of
Sports and Games;
• Jan Sahas Foundation;
Edelweiss Securities
Limited);
• Edel Finance Company
Limited; and
• Vardhman Special Steels
Limited.
Biswamohan 67 502, M1 Wing, Date of appointment: • ECL Finance Limited;

Mahapatra Riddhi Gardens, March 26, 2015 • Edelweiss Housing Finance
Gen. A. K. Vaidya Marg, Limited;
Designation: Malad (East), Mumbai Date of re-appointment: • HDFC Credila Financial
Independent Director 400 097, Maharashtra, July 26, 2018 Services Limited;
India • National Payments
DIN: 06990345 Corporation of India;
• NPCI International
Payments Limited; and
• NPCI Bharat BillPay
Limited.
Ashok Kini 76 B202, Mantri Pride Apts, Date of appointment: • Fino Finance Private Limited;
Designation: Behind Madhavan Park, April 1, 2019 • FinoPaytech Limited;
Independent Director 1st Block, Jayanagar, • Nihilent Limited; and
Bengaluru – 560011, Date of re-appointment: • Edelweiss Tokio Life
DIN:00812946 Karnataka, India April 1, 2022 Insurance Company Limited.
Dr. Ashima Goyal 67 A 301/302 Raheja Date of appointment: • SBI General Insurance
Sherwood, Nirlon April 1, 2019 Company Limited
Designation: Compound, Behind Hub
Independent Director Mall, Off. Western Date of re-appointment:
Express Highway, April 1, 2022
DIN:00233635 Goregaon (East),
Mumbai 400063,
Maharashtra, India
Shiva Kumar 70 D 61, Westend Heights, Date of appointment: • UTI Trustee Company
DLF Phase 5, Gurugram August 4, 2022 Private Limited;
Designation: 122009, Haryana, India • Titanium Fortune Financial
Independent Director Services Private Limited;
DIN: 06590343
153
DIN (in
years)
• Edelweiss Real Assets
Managers Limited;
• ECL Finance Limited; and
• Edelweiss Asset
Reconstruction Company
Limited.
Brief profile of the Directors of our Company
Rashesh Shah
Rashesh Shah is Chairman & Managing Director of the Edelweiss Group. He has diverse experience in the financial
markets and has been instrumental in building Edelweiss into one of India’s leading diversified financial services
organisation. He holds a post-graduate diploma in management from the Indian Institute of Management, Ahmedabad,
and a post-graduate diploma in international trade from the Indian Institute of Foreign Trade. He has served as the
President of FICCI, which is India’s apex industry association and is also on the Board of Directors for the Indian Institute
of Foreign Trade (IIFT) as well as the Executive Committee of IPF (Indian Police Foundation).
Venkatchalam Ramaswamy
Venkatchalam Ramaswamy, is Vice Chairman & Executive Director on our Board. He has over three decades of
experience in the financial markets. He is also a chairman of Edelweiss’s Asset Management Business and has oversight
over Edelweiss Asset Reconstruction Company. He holds a master’s degree in business administration from the
University of Pittsburgh, and a bachelor’s degree in engineering (electronics and communication branch) from Karnataka
University, Dharwad.
Himanshu Kaji
Himanshu Kaji has over three decades of diverse experience in the areas of business strategy, risk, finance, regulatory
frameworks, process re-engineering, technology, strategy and implementation across the financial services space.
At Edelweiss Group, he oversees Assurance, Finance, Governance, Legal and Administration. A Co-Chair on the FICCI
Capital Markets committee, he is also a member of the CII National Forum on NBFCs and HFCs and a member of the
CII National Committee on Financial Markets.
In the past, he has been a member of the Secondary Market Advisory Committee of SEBI as well as on the Trading
Member Advisory Committee of the NSE. He has also served on the Board of the Bombay Stock Exchange (BSE) and
played a key role in the overhaul of the Exchange, contributing largely to the demutualisation and corporatisation of BSE.
He has been a Corporate Advisor to eminent Indian and global financial services companies.
A Chartered Accountant, he holds a Post-Graduate Diploma in Securities Law.
Vidya Shah
Vidya Shah is the Non-Executive Non-Independent Director on our Board. She holds a post-graduate diploma in
management from the Indian Institute of Management, Ahmedabad. She Chairperson of EdelGive Foundation, the CSR
arm of the Edelweiss group. With over three decades of rich industry experience, she has established EdelGive Foundation
as a platform for strategic philanthropy. Under her stewardship, EdelGive has been instrumental in growing over 150
organizations, scaling their budgets, impact and reach exponentially. She spent the 11 years of her career in the field of
investment banking with companies like ICICI Bank Limited, Peregrine and NM Rothschild.
Biswamohan Mahapatra
Biswamohan Mahapatra’s career spans over three decades. He retired as an Executive Director of the RBI in August
2014. Post retirement, he was an Advisor to the RBI on the new bank licensing process. He has represented RBI at various
national and international forums and chaired several RBI committees. He was also the Member Secretary to the
154
Committee set up to introduce a financial holding company structure in India and was also involved in the formulation
of Basel II and Basel III regulations. He also serves as an Independent Director on the boards of various companies and
was reappointed as the Non-Executive Chairman of National Payments Corporation of India. He holds a Master’s degree
of Science in Management from Arthur D. Little Management Education Institute, Cambridge, Massachusetts, United
States of America and a Master’s degree in Business Administration from the University of Delhi.
Ashok Kini
Ashok Kini is the ex-Managing Director of State Bank of India. He holds a Bachelor’s degree in Science from Mysore
University and a Master’s degree in English literature from Madras Christian College, Chennai.
Dr. Ashima Goyal
Dr. Ashima Goyal has over three decades of experience. She is a Professor at the Indira Gandhi Institute of Development
Research. She was appointed as a member of the RBI's Monetary Policy Committee on October 6, 2020. She was also a
part-time member of the Economic Advisory Council to the Prime Minister. She is a specialist in the areas of open
economy macroeconomics, international finance, institutional economics and development economics. She has been a
visiting fellow at the Economic Growth Centre, Yale University, USA and a Fulbright Senior Research Fellow at
Claremont Graduate University, USA. She was chosen as one of the most powerful women in business in India for 2021
by Business Today in December 2021.
An MPhil, MA and BA in Economics from the University of Delhi, she also holds a PhD in Economics from the
University of Mumbai.
Mr. Shiva Kumar
Shiva Kumar has served at State Bank of Bikaner & Jaipur (now merged with the State Bank of India) as Managing
Director. At State Bank of India, he was Deputy Managing Director and has held various positions. He was also the
Project Leader for the business process re-engineering project for complete transformation of the largest Bank in India in
collaboration with McKinsey & Company. He was a part of their credit card project and had set up metal gold business
for the Bank. He was also a representative of Associate Banks on the Managing Committee of Indian Banks’ Association.
In 2013, he received the ‘Business Leadership Award’, from the Institute of Public Enterprises. He holds a Bachelor of
Arts degree from Patna University and is an associate member of the Indian Institute of Bankers.
Relationship between Directors
Except Vidya Shah and Rashesh Shah, who are spouses, none of the other Directors are related to each other.
Remuneration of Directors
The Nomination and Remuneration Committee determines and recommends to the Board the compensation to Directors.
The Board of Directors or the shareholders, as the case may be, approve the compensation to Directors. The tables and
details below sets forth the details of the remuneration pertaining to the last three financial years which has been paid or
was payable to the Directors by our Company.
Details of remuneration paid to the Executive Directors for the period ended during the Fiscals 2022, 2021 and 2020 by
our Company (on a standalone basis):
Name of Director Fiscal 2022 Fiscal 2021 Fiscal 2020
Rashesh Shah 86.77 11.48 12.69
Venkatchalam Ramaswamy 65.58 9.36 11.20
Himanshu Kaji 41.59 10.77 11.91
Rujan Panjwani* 52.09 2.25 27.97
*Retired by rotation with effect from September 2, 2022
Note: Information relating to remuneration paid to key managerial person mentioned above excludes provision made for gratuity and provision made
for bonus which are provided for group of employees on an overall basis.
155
Details for the Fiscals 2022, 2021 and 2020 by our Subsidiaries and Associates:
Our Directors do not receive any remuneration from our Subsidiaries and Associates except as mentioned below:
Name of Name of Subsidiary Till June 30, Fiscal 2022 Fiscal 2021 Fiscal 2020
Director 2022
Rashesh Shah ECL Finance Limited - - - 37.50
Venkatchalam Nuvama Wealth Finance - - - 24.43
Ramaswamy Limited (formerly known as
Edelweiss Finance &
Investments Limited)
Himanshu Kaji ECL Finance Limited - - - 25.00
Rujan ECap Securities & Investments 0.84 9.97 5.36 -
Panjwani^ Limited (Formerly known as
Ecap Equities Limited)
Edelweiss Rural & Corporate - - 3.68 10.22
Services Limited
Edel Land Limited 1.67 - - -
Vidya Shah Nuvama Wealth Finance - - - 4.24
Edelweiss Finance &
Edelweiss Rural & Corporate 19.27 31.21 1.84 -
Services Limited
Biswamohan ECL Finance Limited 0.12 0.40 0.44 0.44
Mahapatra* Edelweiss General Insurance - - - 0.14
Company Limited
Edelweiss Housing Finance 0.12 0.32 0.10 --
Limited
Kunnasagaran Nuvama Wealth Management 2.58 2.88 0.46 0.10
Chinniah*^ Limited (Formerly known as
Edelweiss Finvest Limited# - - - 0.14
Edelweiss Tokio Life Insurance 0.04 0.18 0.20 0.14
Company Limited
ECL Finance Limited 0.10 0.30 0.12 0.08
Edelweiss Rural and Corporate 0.08 0.30 0.22 0.24
Services Limited
Nuvama Wealth Finance 0.40 1.24 0.26 -
Limited (Formerly known as
Edelweiss Finance &
Navtej S. Edelweiss Tokio Life Insurance 0.12 0.28 0.26 0.22
Nandra*^ Company limited
Edelweiss General Insurance 0.08 0.20 0.24 0.24
Company Limited
Nuvama Wealth Management 2.64 2.86 - -
Limited (Formerly known as
P.N Nuvama Wealth Finance - - 0.32 0.26
Venkatchalam*^ Limited (formerly known as
(Edelweiss Finance &
Edelweiss Asset 1.30 0.96 0.38 0.44
Reconstruction Company
Limited
Edelweiss Tokio Life Insurance 0.14 0.32 0.30 0.30
Company limited
ECL Finance Limited 0.12 0.40 0.44 0.48
156
Name of Name of Subsidiary Till June 30, Fiscal 2022 Fiscal 2021 Fiscal 2020
Director 2022
Edelweiss Housing Finance - 0.14 0.40 0.48
Limited
Edelweiss Asset - - 0.18 0.37
Ashok Kini* Reconstruction Company
Limited
Edelweiss Real Assets 0.03 - - -
Shiva Kumar
Managers Limited
^Ceased as Director with effect from September 2, 2022
*Sitting fees/ Commission paid to Independent Directors
#Merged with Edel Finance Company Limited
The terms of remuneration of the Managing Director and Executive Directors are as below:
1. Rashesh Shah
The following table sets forth terms of remuneration to Rashesh Shah, Chairman & Managing Director, re-appointed with
effect from April 1, 2022 , for a period of five years, as approved by the Shareholders of our Company at their Annual
General Meeting held on September 3, 2021:
Particulars Remuneration (₹ per annum)

Salary Not exceeding ₹ 30 million
Bonus Not exceeding ₹60 million
Perquisites Not exceeding ₹30 million
2. Venkatchalam Ramaswamy
The following table sets forth terms of remuneration to Venkatchalam Ramaswamy, Vice-Chairman & Executive
Director, re-appointed with effect from April 1, 2022, for a period of five years, as approved by the Shareholders of our
Company at their Annual General Meeting held on September 3, 2021:
Particulars Remuneration (₹per annum)

3. Himanshu Kaji
The following table sets forth terms of remuneration to Himanshu Kaji, Executive Director, re-appointed with effect from
November 1, 2019 for a period of five years, as approved by the Shareholders of our Company at their Annual General
Meeting held on July 25, 2019:
Particulars Remuneration (₹per annum)

Remuneration of Non-Executive Independent Directors
The Non-Executive Independent Directors are paid remuneration by way of sitting fees, commission and other expenses
(travelling, boarding and lodging incurred for attending the Board/Committee meetings). The Non-Executive Non-
Independent Directors are not paid any sitting fees.
Our Company pays sitting fees of ₹ 20,000 per meeting to the Non-Executive Independent Directors for attending the
meetings of the Board and Committees thereof.
157
Apart from above, the Non-Executive Independent Directors are eligible for commission. The commission payable to the
Non-Executive Independent Directors of our Company is as decided by the Board of our Company from time to time
provided it does not exceed 1%percent of the net profit of our Company.
The following table sets forth all compensation recorded by our Company (on a standalone basis) to the Non-Executive
Directors during the Fiscals 2022, 2021 and 2020:

Name of Director Three months ended For Fiscal 2022 For Fiscal 2021 For Fiscal 2020
June 30, 2022
Commission* Sitting Commission* Sitting Commission* Sitting Commission* Sitting
Fees Fees Fees Fees
P N 2.00 0.16 2.00 0.32 0.50 0.36 1.00 0.34
Venkatachalam
*#
Berjis Desai@ - - 2.00 0.28 0.50 0.50 1.00 0.26
Navtej S. 2.00 0.12 2.00 0.24 0.50 0.28 1.00 0.28
Nandra *#
Kunnasagaran 2.00 0.12 2.00 0.54 0.50 0.12 1.00 0.40
Chinniah*#
Biswamohan 2.00 0.12 2.00 0.26 0.50 0.34 1.00 0.34
Mahapatra
Ashok Kini 2.00 0.10 2.00 0.12 0.50 0.12 - 0.10
Ashima Goyal 2.00 0.06 2.00 0.12 0.50 0.12 - 0.10
Vidya Shah 2.00 - 2.00 - - - - -
#
Ceased as Director with effect from September 2, 2022
@
Berjis Desai an Independent Director on our Board resigned with effect from November 6, 2021
^Shiva Kumar was appointed an Independent Director on our Board with effect from August 4, 2022.
*Commission pertains to the immediately preceding Fiscal.
Other understandings and confirmations
None of the Director of our Company is a director or is otherwise associated in any manner with any company that appears
in the list of the vanishing companies as maintained by the Ministry of Corporate Affairs, willful defaulter list maintained
by the RBI or Export Credit Guarantee Corporation of India Limited or any other regulatory or governmental authority.
None of our Directors is, or was, a director of any listed company, which has been or was delisted from any recognised
stock exchange, during the term of his/her directorship in such company.
None of our Directors have committed any violation of securities laws in the past and no such proceedings are pending
against any of our Directors.
None of our Directors is, or was, a director of any listed company, which has been or was delisted from any recognised
stock exchange, during the term of his/her directorship in such company.
None of our Directors have been categorised as a wilful defaulter by the RBI, ECGC, any government/regulatory authority
and/or by any bank or financial institution. None of our Directors are in default of payment of interest or repayment of
principal amount in respect of debt securities issued to the public, for a period of more than six-months.
Borrowing Powers of the Board:
Pursuant to resolution passed by the shareholders of our Company on September 10, 2014 through a postal ballot and in
accordance with provisions of 180(1)(c) and all other applicable provisions of the Companies Act and Articles of
Association, the Board has been authorised to borrow sums of money as they may deem necessary for the purpose of the
business of our Company, which together with the monies already borrowed by our Company (apart from temporary
loans obtained from our Company’s bankers in the ordinary course of business), may exceed at any time, the aggregate
of the paid-up capital of our Company and its free reserves (that is to say, reserves, not set apart for any specific purposes)
by a sum not exceeding ₹100,000 million.
158
Interest of the Directors:
Except Rashesh Shah, Venkatchalam Ramaswamy, Vidya Shah and Aparna T.C. (Aparna T.C. is not a director of the
Company), no other directors are interested in the promotion of the Company.
All the directors of our Company, including our independent directors, may be deemed to be interested to the extent of
fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration and reimbursement of expenses payable to them. All the non-executive independent directors of our
Company are entitled to sitting fees for attending every meeting of the Board or a committee thereof and are also eligible
for commission. The whole-time Directors of our Company are interested to the extent of remuneration paid for services
rendered / ESOP granted, if any, as an officer or employee of our Company.
All the directors of our Company, including independent directors, may also be deemed to be interested to the extent of
Equity Shares, if any, held by them or by companies, firms and trusts in which they are interested as directors, partners,
members or trustees and also to the extent of any dividend payable to them and other distributions in respect of the said
Equity Shares.
All our Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered
into by our Company with any company in which they hold directorships or any partnership firm in which they are
partners as declared in their respective declarations. Except as otherwise stated in this Tranche II Prospectus and statutory
registers maintained by our Company in this regard, our Company has not entered into any contract, agreements or
arrangements during the preceding two years from the date of this Tranche II Prospectus in which the directors are
interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or
arrangements which are proposed to be made with them. Our Company’s directors have not taken any loan from our
Company.
As of the date of this Tranche II Prospectus, our Directors have not taken any loan from our Company. Except as disclosed
in the Section “Related Party Transaction” on page 168, none of our Directors may be deemed to be interested to the
extent of consideration received/paid or any loans or advances provided to anybody corporate, including companies,
firms, and trusts, in which they are interested as directors, members, partners or trustees.
None of our Directors are interested in their capacity as a member of any firm or company and no sums have been paid
or are proposed to be paid to any Director or to such firm of company in which he is interested, by any person, in cash or
shares or otherwise, either to induce them to become, or to help them qualify as a director, or otherwise for services
rendered by him or by such firm or company, in connection with the promotion or formation of our Company.
No contribution has been made by the directors as part of the Issue or separately.
None of our Directors’ relatives have been appointed to an office or place of profit of our Company.
Further, Vidya Shah, Non-Executive Non-Independent Director of our Company, who is the spouse of Rashesh Shah,
has been appointed as an employee in one of the Subsidiaries of our Company.
Except as disclosed hereinabove and the section titled “Risk Factors” on page 17, the Directors do not have an interest
in any venture that is involved in any activities similar to those conducted by our Company.
Except as stated in the sections titled “Related Party Transactions” on page 168 and to the extent of compensation and
commission if any, and their shareholding in our Company, our Directors do not have any other interest in our business.
Our Directors have no interest in any immovable property acquired or proposed to be acquired by our Company in the
preceding two years of filing this Tranche II Prospectus with the RoC nor do they have any interest in any transaction
regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.
No benefit/interest will accrue to our Promoters/Directors out of the objects of the issue.
Debenture holding of Directors:

As on June 30, 2022, none of the Directors of our Company hold any debentures issued by our Company.
159
Details of change in Directors of our Company during last three years preceding the date of this Tranche II
Prospectus:
Name of Director, Designation and Date of Appointment/ Director of our Company Remarks
DIN Resignation since (in case of resignation)
Ashok Kini* April 1, 2019 - Appointment
Independent Director
DIN:00812946
Ashima Goyal* April 1, 2019 - Appointment
DIN:00233635
Anita M. George April 1, 2019 - Appointment
DIN:00441131
Anita M. George May 14, 2019 - Change in
Non-Executive Non -Independent designation
Director July 13, 2020 April 1, 2019 Resignation
DIN:00441131
Berjis Desai November 6, 2021 November 18, 2009 Resignation
DIN: 00153675
Shiva Kumar August 4, 2022 - Appointment
DIN:06590343
P. N. Venkatachalam September 2, 2022 August 9, 2007 Ceased as
Independent Director Independent
DIN: 00499442 Director on
conclusion of the
second term.
Navtej S. Nandra September 2, 2022 May 15, 2013 Ceased as
conclusion of the
second term.
Kunnasagaran Chinniah September 2, 2022 June 5, 2007 Ceased as
conclusion of the
second term.
Rujan Panjwani September 2, 2022 June 24, 2013 Retirement by
Executive Director rotation.
DIN: 00237366
*Re-appointed from April 1, 2022.
Shareholding of Directors, including details of qualification shares held by Directors as on the date of this Tranche II
Prospectus:
As per the Articles, our Directors are not required to hold any qualification shares in our company.
Shareholding of our Directors in our Company is as follows:
As on June 30, 2022, the shareholding of our Directors in our Company is as follows:
Sr. Name of the Director, Designation and No. of Equity Number of % of total Equity
No. DIN Shares of ₹ 1 each Stock Options Shares of our Company
1. Rashesh Shah 145,601,730 - 15.44
Chairman & Managing Director
DIN: 00008322
160
Sr. Name of the Director, Designation and No. of Equity Number of % of total Equity
No. DIN Shares of ₹ 1 each Stock Options Shares of our Company
2. Venkatchalam Ramaswamy 58,126,560 - 6.16
Vice Chairman & Executive Director
DIN: 00008509
3. Himanshu Kaji 29,75,000 1,824,500 0.31
Executive Director
DIN: 00009438
4. Vidya Shah 31,031,200 - 3.29
Non-Executive Non Independent Director
DIN: 00274831
Shareholding of Directors in Subsidiaries and Associate companies, including details of qualification shares held by
Directors as on the date of this Tranche II Prospectus:
As of the date of this Tranche II Prospectus, except the shares held in our Subsidiaries and Associate Companies as
nominee of our Company, our Promoters do not hold any equity shares in our Subsidiaries and Associate Companies.
Key Managerial Personnel of our Company:
Provided below are the details of the Key Managerial Personnel of our Company, other than our Chairman & Managing
Director and our Executive Directors, as of the date of this Tranche II Prospectus.
Ananya Suneja - Chief Financial Officer
Ananya Suneja is an accomplished professional with over 24 years of experience in Financial Strategy, Risk Management,
Cost Efficiency, Finance Transformation, Financial Planning & Reporting across various segments like Banking,
Financial Services and Manufacturing. In her previous stints, she has worked with various global firms like Deutsche
Bank, GE and JP Morgan Chase. Ms. Suneja is associated with Edelweiss since 2018.
Tarun Khurana – Company Secretary
Tarun Khurana is the Company Secretary of our Company. Tarun Khurana is a company secretary and has been associated
with the Edelweiss group for more than a decade and worked at various level.
As on the date of this Tranche II Prospectus, all of the Key Managerial Personnel of our Company are the permanent
employees of our Company.
Corporate Governance
We are in compliance with the requirements in relation to the composition of the Board of Directors and constitution of
Committees such as Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility
Committee, Stakeholders’ Relationship Committee and Risk Committee as mandated under the Companies Act, 2013
and the SEBI Listing Regulations.
Details of various committees of the Board:
Audit Committee
The Audit Committee was last reconstituted vide a resolution passed by the Board on September 13, 2022. As on the date
of this Tranche II Prospectus, it comprises of:
Name Designation Nature of directorship

Ashok Kini Member Independent Director
Biswamohan Mahapatra Member Independent Director
Ashima Goyal Member Independent Director
Shiva Kumar Member Independent Director
161
The scope of the Audit Committee includes the references made under Regulation 18 read with part C of Schedule II of
SEBI Listing Regulations as well as Section 177 and other applicable provisions of the Companies Act, 2013 besides the
other terms that may be referred by the Board of Directors. The broad terms of reference of the Audit Committee are:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to the statutory auditor for any other service rendered by the statutory auditor;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the
Board for approval with particular reference to:
a. matters required to be included in the director’s responsibility statement to be included in the Board’s report in
terms of clause (c) of sub section3 of the section 134 of the Companies Act, 2013;
b. changes if any, in the accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgement by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with the listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. qualifications in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Evaluation of internal financial controls and risk management systems;
7. Reviewing, with the management, performance of statutory auditor and internal auditors, adequacy of the internal control
systems;
8. Discussion with internal auditors of any significant findings and follow up thereon;
9. Discussion with statutory auditor before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
10. To review the functioning of the Whistle Blower/Vigil mechanism; and
11. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was last reconstituted vide a resolution passed by the Board on September
13, 2022.. As on the date of this Tranche II Prospectus, it comprises:

Vidya Shah Member Non-executive Director
The scope of activities of the Nomination and Remuneration Committee is as set out in Regulation 19 of SEBI Listing
Regulations and as amended read with Section 178 of the Companies Act, 2013. The terms of reference of the Nomination
and Remuneration Committee are broadly as follows:
1. Identify the persons who can become directors;
2. Formulating the criteria for determining the qualifications, positive attributes etc. and independence of a Director;
162
3. Recommending to the Board, a policy relating to the remuneration for the directors and key managerial personnel,
for the approval of the Board;
4. Recommend to the Board, all remuneration, in whatever form, payable to senior management; and
5. Specify the manner for effective annual evaluation of performance of the Board, its committees and individual
directors.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was last reconstituted vide a resolution passed by the Board on September
13, 2022. As on the date of this Tranche II Prospectus, it comprises:
Name Designation Nature of Directorship

Venkatchalam Ramaswamy Member Executive Director
The broad terms of reference of committee are as under:
1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the Registrar & Share Transfer Agent; and
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the Company.
Risk Committee
The Risk Committee was last reconstituted vide a resolution passed by the Board on September 13, 2022. As on the date
of this Tranche II Prospectus, it comprises:
Name Designation Nature of Directorship

Himanshu Kaji Member Executive Director
Biswamohan Mahapatra Member Independent Director
The broad terms of reference of the Risk Committee are as under:
1. To devise process / framework for management of operational risk;
2. Identifying concerns & risks;
3. Evaluating risks as to consequences & likelihoods;
4. Assessment of options for risk management:
5. Prioritizing the risk management efforts:
6. Development of risk management plans;
7. Authorization for the implementation of the risk management plans;
163
8. Tracking the risk management efforts and manage accordingly;
9. Follow on budgeting- variance analysis; and
10. Design, develop and implement various measures for cyber security as may be required.
Corporate Social Responsibility Committee (“CSR Committee”)
The Corporate Social Responsibility Committee was constituted vide a resolution passed by the Board on September 13,
2022. As on the date of this Tranche II Prospectus, it comprises:

Venkatchalam Ramaswamy Chairman Executive Director
Himanshu Kaji Member Executive Director
Vidya Shah Member Non-Executive Director
The terms of reference of the CSR Committee is mentioned below:
1. Formulate and recommend to the Board, a CSR Policy (the Policy) which shall indicate the activities to be undertaken
by the company for CSR as specified in Schedule VII;
2. Recommend the amount of expenditure to be incurred on the CSR activities; and
3. Monitor the Policy of the company from time to time.
164
OUR PROMOTER
The Promoters of our Company are:
Rashesh Shah
Address: 223/B Kalpataru Horizon-B, S. K. Ahire Marg, Worli, Mumbai - 400 018, Maharashtra,
India
Date of Birth: September 30, 1963
Age: 59 years
PAN: AAGPS5933G
Venkatchalam Ramaswamy
Address: Flat No 2101/2201, Mangrish Apartments, Kashinath Dhuru Road, Near Kirti College,
Dadar West, Mumbai – 400028, Maharashtra, India
Age: 56 years
PAN: AADPR1740H
Vidya Shah
Address: 223, Kalpataru Horizon B, S K Ahire Marg, Worli, Mumbai - 400 018, Maharashtra,
India
Date of Birth: June 18, 1966
Age: 56 years
PAN: AMEPS3037M
Aparna T.C.
Address: 142, Beach Towers, P. Balu Road, Prabhadevi, Mumbai - 400 025, Maharashtra, India
Date of Birth: January 5, 1967
Age: 55 years
PAN: AEUPC2507C
As on June 30, 2022, our Promoters collectively with other Promoter Group hold 307,684,490 Equity Shares equivalent
to 32.62 % of the Equity Share capital of our Company.
Profile of our Promoters
1. Rashesh Shah
For profile of Rashesh Shah, please see “Our Management - Brief profile of the Directors of our Company” on page
154
2. Venkatchalam Ramaswamy
For profile of Rashesh Shah, please see “Our Management - Brief profile of the Directors of our Company” on page
154.
3. Vidya Shah
For profile of Vidya Shah, please see “Our Management - Brief profile of the Directors of our Company” on page
154.
4. Aparna T.C
Aparna T.C holds a bachelor’s degree in engineering from the Gogte Institute of Technology and master’s degree
in science in electronic engineering from Stony Brook University. She has more than 10 years of work experience
and has worked previously with Yokogawa Electronics, ASPL, Tata Consultancy Services Limited & Citibank.
165
Other understanding and confirmations
Our Company confirms that the Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account
Number(s) and Passport Number of the Promoters, as available, and Permanent Account Number of Directors have been
submitted to the BSE at the time of filing this Tranche II Prospectus.
None of our Promoters and the relatives of the Promoters as per the Companies Act, have been identified as Wilful
Defaulters.
No violation of securities laws has been committed by our Promoters in the past or is currently pending against them
except as disclosed in section titled “Outstanding Litigations” on page 180.
None of our Promoters, was a promoter, director or person in control of any company which was delisted within a period
of ten years preceding the date of this Tranche II Prospectus, in accordance with Chapter V of the SEBI Delisting
Regulations.
Our Promoters are not restrained or debarred or prohibited from accessing the capital markets or restrained or debarred
or prohibited from buying, selling, or dealing in securities under any order or directions passed for any reasons by the
SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in
India or abroad.
Common pursuits of our Promoters
None of our Promoters are engaged in businesses similar to ours.
Interest of our Promoters in our Company
Except as disclosed under the “Related Party Transactions”, available at page 168, remuneration paid as directors as
disclosed in “Our Management” at page 152, and other than as our shareholders, our Promoter, to the extent of the
dividend that may be declared by our Company, do not have any other interest in our Company.
Our Promoters do not propose to subscribe to the Issue and none of our Promoters have any interest in the promotion of
the Issue.
Equity share allotted to our Promoters in last three fiscal years
As on the date of this Tranche II Prospectus, no equity shares have been allotted to the Promoters in the last three fiscal
years.
Payment of benefit to our Promoter in last three fiscal years
Other than as disclosed under the “Related Party Transactions”, available at page 168 and other than the dividend that
may be declared and paid by our Company, our Company has not made payments of any benefits to the Promoter during
the last three fiscals preceding the date of this Tranche II Prospectus.
Details of shares pledged or encumbered by our Promoter
No shares of the Company have been pledged or encumbered by our Promoter as of the date of this Tranche II Prospectus.
Shareholding pattern of our Promoter in our Company as on June 30, 2022:
Name of Total Number of Total Number of % of Equity Shares

Promoter number of Equity shareholding as Equity pledged with
shareholder Equity Shares in % of total no of Shares respect to Equity
Shares demat form Equity Shares pledged Shares owned
Rashesh Shah 145,601,730 145,601,730 15.44 - -
Venkatchalam 58,126,560 58,126,560 6.16 - -
Ramaswamy
Vidya Shah 31,031,200 31,031,200 3.29 - -
Aparna T.C 12,210,000 12,210,000 1.29 - -
166
Interest of our Promoters in property, land and construction
Our Promoter does not have any interest in any property acquired by our Company within two years preceding the date
of filing of this Tranche II Prospectus or any property proposed to be acquired by our Company or in any transaction with
respect to the acquisition of land, construction of building or supply of machinery.
167
RELATED PARTY TRANSACTIONS
For details of the related party transactions for the Fiscals 2022, 2022 and 2020 in accordance with the requirements
under Ind AS 24 “Related Party Disclosures” notified under Section 133 of the Companies Act read with the Companies
(Indian Accounting Standards) Rules 2015, as amended from time to time, see “Financial Information” on page 169.
168
SECTION V – FINANCIAL STATEMENTS
FINANCIAL INFORMATION
S. No. Particulars Page Nos.

1. Reformatted Standalone Financial Information F-1
2. Reformatted Consolidated Financial Information F-93
3. Q1 2023 Unaudited Standalone Financial Results F-256
4. Q1 2023 Unaudited Consolidated Financial Results F-259
169
Chartered Accountants Dadar (West)
Mumbai - 400 028, India
Tel: +91 22 6819 8000
Auditors’ Report on the reformatted standalone statement of assets and liabilities as at March 31,
2022, 2021 and 2020 and Reformatted standalone of profit and loss, cash flows, statement of
change in equity for the each of the years ended March 31, 2022, 2021 and 2020 of Edelweiss
Financial Services Limited (collectively, the “Reformatted Standalone Financial Information”)

Edelweiss House, Off. C.S.T. Road,
Kalina, Mumbai – 400 098
Dear Sirs / Madams,
1. We have examined the attached Reformatted Standalone Financial Information of Edelweiss

Financial Services Limited (the “Company”) as at March 31, 2022, March 31, 2021 and March 31,
2020 and for each of the years ended March31, 2022, March 31,2021 and March 31, 2020
annexed to this report and prepared by the Company for the purpose of inclusion in the offer
document in connection with its proposed issue of Secured Redeemable Non-Convertible
Debentures of face value of Rs. 1,000 each (“NCD”). The Reformatted Standalone Financial
Information, which have been approved by the Debenture Fund Raising Committee of the Board of
Directors of the Company, have been prepared by the Company in accordance with the
requirements of:
a) Section 26 of Chapter III of The Companies Act, 2013, as amended (the “Act”); and
b) relevant provisions of the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 (‘the Regulations’) issued by the Securities and
Exchange Board of India (“SEBI”), as amended from time to time in pursuance of the Securities
and Exchange Board of India Act, 1992 (the “SEBI Act”) vide notification no. SEBI/LAD-
NRO/GN/2021/39 dated August 09, 2021.
Management’s Responsibility for the Reformatted Standalone Financial Information
2. The preparation of Reformatted Standalone Financial Information is based on audited financial

statements of the Company prepared in accordance with the Indian Accounting Standard (referred
to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended and other accounting principles generally accepted in India in
accordance with the accounting principles generally accepted in India, , which are to be included in
the Tranche II Prospectus, is the responsibility of the Management of the Company for the purpose
set out in paragraph 13 below. The Management’s responsibility includes designing, implementing
and maintaining adequate internal controls relevant to the preparation and presentation of the
Reformatted Standalone Financial Information. The Management is also responsible for identifying
and ensuring that the Company complies with the Act and the Regulations.
Auditors’ Responsibilities
3. We have examined such Reformatted Standalone Financial Information taking into consideration:
a) the terms of reference and our engagement agreed with you vide our engagement letter dated
September 2, 2022, requesting us to carry out work on such Reformatted Standalone Financial
Information in connection with the Company’s Issue of NCDs;
b) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India (the “Guidance Note”); and
c) the requirements of Section 26 of the Act and the Regulations. Our work was performed solely
to assist you in meeting your responsibilities in relation to your compliance with the Act and the
Regulations in connection with the Issue of NCD.
S.R. Batliboi & Co. LLP, a Limited Liability Partnership with LLP Identity No. AAB-4294
F-1
Regd. Ofﬁce : 22, Camac Street, Block ‘B’, 3rd Floor, Kolkata-700 016
4. The Company proposes to make an offer which comprises an issue of Secured Redeemable Non-
Convertible Debentures of Rs.1,000 each by the Company, as may be decided by the Board of
Directors of the Company.
Reformatted Standalone Financial Information
5. The Reformatted Standalone Financial Information have been compiled by the management from
the audited standalone financial statements of the Company as at and for each of the years ended
March 31, 2022, March 31, 2021 and March 31, 2020, which have been approved by the Board of
Directors at their meetings held on May 27, 2022, June 11,2021 and July 04, 2020 respectively;
6. For the purpose of our examination, we have relied on Auditors’ reports issued by us, dated May
27, 2022, June 11, 2021 and July 04, 2020 on the standalone financial statements of the Company
as at and for each the years ended March 31, 2022, March 31, 2021 and March 31, 2020 as
referred in Paragraph 5 above;
Our report dated May 27, 2022 on the Audited Standalone Financial Statement as at and for the
year ended March 31, 2022, included:
- Emphasis of Matter
We draw attention to note 48 of the standalone financial statements, which describes the
economic and social disruption as a result of continued COVID-19 pandemic of the Company's
business and financial metrics including the Company’s estimates of impairment of investments
and other financial assets, which are highly dependent on uncertain future developments. Our
opinion is not modified in respect of this matter.
- A statement that
(a) The management has represented that, to the best of its knowledge and belief, other than
as disclosed in the note 55 (A) to the standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge and belief, other than
as disclosed in the note 55 (B) to the standalone financial statements, no funds have been
received by the Company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that
the Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
The report also included as an Annexure, a statement on certain matters on the Companies (Auditor's
Report) Order, 2020 which were modified to indicate (a) regularity of principal repayment of loans to
group companies could not be commented as principal repayment terms were not stipulated; during the
year such terms were stipulated by entering into a supplementary agreement; (b) loans given to group
companies due were renewed/extended by entering into a supplementary agreement (c) use funds
raised for short term purpose for long term purpose; (d) funds obtained to meet obligations of
subsidiaries, in accordance with terms of agreement with the lenders; (e) slight delay in payment of
undisputed statutory dues; (f) disclosure of statutory dues outstanding on account of a dispute;
F-2
Our report dated June 11, 2021 on the Audited Standalone Financial Statement as at and for 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 investments and
other financial assets, which are highly dependent on uncertain future developments. Our
opinion is not modified in respect of this matter.
- The report also included as an Annexure, a statement on certain matters on the Companies
(Auditor's Report) Order, 2016 to indicate (a) slight delay in payment of undisputed statutory
dues; (b) disclosure of statutory dues outstanding on account of a dispute;
Our report dated July 4, 2020 on the Audited Standalone Financial Statement as at and for the year
ended March 31, 2020, included:
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 investments and
other assets, which are highly dependent on uncertain future developments. Our opinion is not
modified in respect of this matter.
- The report also included as an Annexure, a statement on certain matters on the Companies
(Auditor's Report) Order, 2016 to indicate (a) slight delay in payment of undisputed statutory
dues; (b) disclosure of statutory dues outstanding on account of a dispute;
7. Taking into consideration the requirements of Section 26 of Part I of Chapter III of the Act, the
Regulations and the terms of our engagement agreed with you, we further report that:
a) the Reformatted Standalone Statement of assets and liabilities and notes forming part
thereof, the Reformatted Standalone Statement of profit and loss and notes forming part
thereof, the Reformatted Standalone Statement of cash flows and Reformatted Standalone
Statement of change in equity (“Reformatted Standalone Financial Information”) of the
Company as at and for each of the years ended March 31, 2022, March 31, 2021 and March
31, 2020 have been examined by us, as set out in Annexure I to Annexure IV to this report.
These Reformatted Standalone Financial Information have been prepared after regrouping,
which is more fully described in Significant Accounting policies and notes (Refer Annexure V).
b) based on our examination as above:
i) the Reformatted Standalone Financial Information have to be read in conjunction with the
notes given in Annexure V; and
ii) the figures of earlier period have been regrouped (but not restated retrospectively for
changes in accounting policies), wherever necessary, to conform to the classification
adopted for the Reformatted Standalone Financial Information as at and for the year ended
March 31, 2022.
F-3
Other Financial Information
8. At the Company’s request, we have also examined the following other financial information
proposed to be included in the Tranche II Prospectus prepared by the Management and approved
by the Debenture Fund Raising Committee of the Board of Directors of the Company and annexed
to this report relating to the Company, as at and for each of the years ended March 31, 2022,
March 31, 2021 and March 31, 2020:
 Statement of dividend paid, enclosed as Annexure VI

Opinion
9. In our opinion, the Reformatted Standalone Financial Information and the other financial
information referred to in paragraph 8 above, as disclosed in the Annexures to this report, read
with respective significant accounting policies disclosed in Annexure V, and after making
regroupings as considered appropriate and disclosed has been prepared by the Company by taking
into consideration the requirement of Section 26 of Part I of Chapter III of the Act and the
Regulations.
Other matter
10. In the preparation and presentation of Reformatted Standalone Financial Information based on
audited standalone financial statements as referred to in paragraph 6 above, no adjustments have
been made for any events occurring subsequent to dates of the audit reports specified in paragraph
6 above.
11. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
12. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.
13. This report is intended solely for use of the management for inclusion in Tranche II Prospectus to
be filed with Registrar of Companies, Mumbai, Maharashtra, SEBI and BSE Limited in connection
with the proposed Issue of NCD of the Company and is not to be used, referred to or distributed for
any other purpose.
Yours faithfully,
For S. R. Batliboi & Co. LLP

ICAI Firm registration number: 301003E/E300005
UDIN: 22102102ATXVJN9135
per Shrawan Jalan

Partner
Place: Mumbai
F-4
Reformatted Standalone Statement of Assets & Liabilities Annexure I
As at As at As at
(Currency: Indian rupees in millions) Note
31 March 2022 31 March 2021 31 March 2020
ASSETS
Financial assets
(a) Cash and cash equivalents 2 4,619.34 1,481.81 13.66
(b) Bank balances other than cash and cash equivalents 3 539.08 8.19 9.55
(c) Derivative financial instruments 4 - - -
(d) Trade Receivables 5 123.64 191.00 316.80
(e) Loans 6 21,703.81 12,472.43 6.73
(f) Investments 7 49,632.63 43,817.32 34,672.87
(g) Other financial assets 8 915.64 629.35 695.42
Total financial assets 77,534.14 58,600.10 35,715.03
Non-financial assets
(a) Current tax assets (net) 951.08 688.06 618.59
(b) Deferred tax assets (net) 9 1,159.14 378.08 291.13
(c) Property, Plant and Equipment 10 5.71 5.99 8.36
(d) Intangible assets under development 10A - - 9.16
(e) Other Intangible assets 10 0.83 1.19 16.83
(f) Other non-financial assets 11 769.70 135.88 133.78
TOTAL ASSETS 80,420.60 59,809.30 36,792.88
EQUITY AND LIABILITIES

Financial liabilities
(a) Trade Payables 12
(i) total outstanding dues of micro enterprises and small enterprises 0.15 - 0.90
(ii) total outstanding dues of creditors other than micro enterprises and
small enterprises 952.00 2,354.43 52.45
(b) Debt securities 13 24,322.12 7,288.95 734.12
(c) Borrowings (other than debt securities) 14 - 1,091.16 732.51
(d) Other financial liabilities 15 5,052.01 7,683.70 577.09
Total financial liabilities 30,326.28 18,418.24 2,097.07
Non-financial liabilities
(a) Current tax liabilities (net) 7.94 7.26 69.84
(b) Provisions 16 7.19 3.59 9.08
(c) Other non-financial liabilities 17 77.03 120.33 71.19
Total non-financial liabilities 92.16 131.18 150.11
TOTAL LIABILITIES 30,418.44 18,549.42 2,247.18
EQUITY
(a) Equity Share capital 18 898.20 890.90 889.51
(b) Other equity 19 49,103.96 40,368.98 33,656.19
TOTAL EQUITY 50,002.16 41,259.88 34,545.70
TOTAL LIABILITIES AND EQUITY 80,420.60 59,809.30 36,792.88
The accompanying notes are an integral part of the reformatted standalone

financial information. 1 to 73 -0.00 -
As per our report of even date attached
For S. R. Batliboi & Co. LLP For and on behalf of the Board of Directors
ICAI Firms Registration Number: 301003E/E300005
per Shrawan Jalan Rashesh Shah Himanshu Kaji

Partner Chairman & Managing Director Executive Director
Membership No: 102102 DIN: 00008322 DIN: 00009438
Ananya Suneja Tarun Khurana

Chief Financial Officer Company Secretary
Mumbai 22 September 2022 Mumbai 22 September 2022
F-5
Reformatted Standalone statement of profit and loss Annexure II
For the year ended For the year ended For the year ended
Note
(Currency: Indian rupees in millions) 31 March 2022 31 March 2021 31 March 2020
Revenue from operations

Interest income 20 2,918.12 834.96 121.16
Dividend Income 386.01 1,365.31 694.72
Fee and commission income 21 889.65 991.19 959.81
Net gain on fair value changes 25 4,170.71 - 134.66
Other operating revenue 22 - 244.60 437.57
Total Revenue from operations 8,364.49 3,436.06 2,347.92
Other income 23 5,360.24 13,782.67 242.14

Total income 13,724.73 17,218.73 2,590.06
Expenses
Finance costs 24 2,142.50 973.34 323.11
Net Loss on Fair value changes 25 - 4,422.85 -
Impairment on financial instruments 26 (54.92) 1,486.98 18.73
Employee benefits expense 27 426.32 1,912.18 797.67
Depreciation, amortisation and impairment 10 3.53 14.04 32.16
Other expenses 28 2,659.87 1,470.15 622.92
Total expenses 5,177.30 10,279.54 1,794.59
Tax expense: 29 & 30
Current tax (5.08) (135.98) 1.90
Deferred tax (781.06) (86.95) (32.22)
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Re-measurements of the defined benefit plans (0.10) 9.54 (0.47)
Other comprehensive income (0.10) 9.54 (0.47)
Total comprehensive income 9,333.48 7,171.66 825.32
Earnings per share (`) (Face value ` 1 each) 31

- Basic 10.44 8.05 0.93
- Diluted 10.43 8.01 0.92
The accompanying notes are an integral part of the reformatted standalone financial
1 to 73
information.

Membership No: 102102 DIN: 00008322 DIN : 00009438

F-6
Reformatted Statement of Cash Flows Annexure III
(Currency : Indian rupees in millions)
A Cash flow from operating activities
Adjustments for:
Depreciation and amortisation expenses 3.53 14.04 32.16
Fair value change in investments (3,249.57) (3.45) 3.03
Fair value change in provisions (921.14) 4,426.30
Profit on sale of investments (net) (5,315.75) (13,714.85) (156.58)
Impairment / (reversal) on financial instruments (54.92) 1,486.98 18.73
Dividend on investments (386.01) (1,365.31) (694.72)
(Profit)/loss on sale of property, plant and equipment (0.97) 9.16 (1.44)
Interest income (2,918.12) (834.96) (116.93)
ESOP and SAR cost 22.97 84.68 99.65
Finance costs 2,142.50 973.34 323.11
Operating cash flow before working capital changes (2130.05) (1,984.88) 302.48
Adjustments for:
Decrease /(Increase) in trade receivables 123.87 47.28 192.14
Decrease/(Increase) in derivative financial instruments 0.00 0.00 (2.48)
Decrease /(Increase) in other financial assets (29.38) 316.52 71.68
Decrease /(Increase) in other non-financial assets (633.35) 7.34 (28.97)
Decrease /(Increase) in other bank balances (530.88) 1.36 50.42
(Decrease)/increase in in trade payables (1291.56) 900.99 (37.31)
(Decrease)/increase in provisions and other financial liabilities (1100.47) 1,832.60 (27.08)
(Decrease)/increase in other non-financial liabilities (43.28) 49.14 49.55
Cash generated from / (used in) operations (5635.10) 1,170.35 570.43
Income taxes paid (net of refund) (257.25) 3.93 (170.71)
Net cash generated from / (used in) operating activities - A (5,892.35) 1,174.28 399.72
B Cash flow from investing activities

Purchase of property, plant and equipment (4.52) (3.93) (11.70)
Sale of property, plant and equipment 2.57 7.90 2.56
Purchase of investments (5,969.26) (16,618.52) (1,558.22)
Sale of investments 8,128.50 21,186.33 431.42
Dividend on investments 386.01 1,365.31 694.72
Loan (given) / Repayment of loans ( Refer note 1 below) (9,233.51) (12,467.93) 2390.67
Interest received 2,918.12 834.96 258.21
Net cash generated from / (used in) investing activities - B (3,772.09) (5,695.88) 2207.66
C Cash flow from financing activities

Proceeds from issuance of Share capital (including securities premium) 318.44 49.61 79.92
Repayment of Debt securities (710.00) (12,734.12) -
Proceeds from Debt securities 16,751.30 19,230.83 734.12
Proceeds from/(repayment of) borrowing (Refer note 1 below) (1,091.16) 358.65 (2,928.12)
Dividend paid (1,315.98) - (266.51)
Finance costs (1,150.63) (915.22) (323.11)
Net cash generated from / (used in) financing activities - C 12,801.97 5,989.75 (2,703.70)
Net increase in cash and cash equivalents (A+B+C) 3,137.53 1,468.15 (96.32)
Cash and cash equivalents as at the beginning of the year 1,481.81 13.66 109.98
Cash and cash equivalents as at the end of the year 4,619.34 1,481.81 13.66
Notes:
1. Cash receipts and payments for transactions with group companies in which the turnover is quick, the amounts are large, and the maturities are
short are presented on net basis in accordance with Ind AS-7 Statement of Cash Flows.
2. Cash Flow Statement has been prepared under the indirect method as set out in Ind AS 7 prescribed under the Companies (Indian Accounting
Standards) Rules, 2015 under the Companies Act, 2013.
3. Refer note 34 for changes in liabilities arising from financing activities.


F-7
Reformatted Standalone Statement of changes in equity Annexure IV
A Equity share capital
Particulars
31 March 2022 31 March 2021 31-Mar-2020
Balance at the beginning of the year 890.90 889.51 887.77
Changes in Equity Share Capital due to prior period errors - - -
Restated balance at the beginning of the current reporting year 890.90 889.51 887.77
Changes in equity share capital during the year 7.30 1.39 1.74
Balance at the end of the year 898.20 890.90 889.51
Notes:
1. Edelweiss Employees Welfare Trust and Edelweiss Employees Incentive and Welfare Trust are extension of Company's reformatted standalone financial information , these trusts are holding 4,48,96,780 number of equity shares
amounting to ` 44.90 million (FY 2020-21: ` 44.90 million, FY 2019-20: ₹ 44.90 million). These are deducted from total outstanding equity shares.
2. Refer note 18 for detailed quantitative information including investors holding more than 5% of equity share capital.
3. The above two Welfare Trusts hold an aggregate 44,896,780 equity shares of the Company for incentive and welfare benefits for group employees as per extant applicable Securities and Exchange Board of India regulations (SEBI).
Pursuant to the exercise of right available under Regulation 29 of SEBI (Share Based Employee Benefits) Regulations, 2014, the Company has applied before the expiry date of 27 October 2019 for extension of the time limit for
disposing of aforesaid equity shares. The said application is under consideration and approval for extension from SEBI is awaited as at date.
F-8
Reformatted Standalone Statement of changes in equity (continued)
B. Other equity ( Refer Note 19)
Reserves and Surplus Total attributable

Share application Capital Redemption Securities Premium Employee Stock General reserve Retained earnings to equity
money pending Reserve Account Option Plan shareholders
allotment (ESOP)
Particulars
reserve/Stock
appreciation
rights (SAR)
Balance at 31-Mar-19 6.15 2.03 30,057.56 460.59 508.64 1,593.27 32,628.24

Profit for the year 825.79 825.79
Other comprehensive income (0.47) (0.47)
Total Comprehensive Income for the year 825.32 825.32
Dividends to equity shareholders - - - - - (266.51) (266.51)
Transfers to securities premium on exercise of ESOP - - 33.37 (33.37) - - -
Issue of equity instruments on ESOP (85.88) - 84.14 - - - (1.74)
Share application money received 79.92 - - - - - 79.92
ESOP Charge - - - 242.03 - - 242.03
Stock appreciation rights (SAR) - - - 148.93 - - 148.93
Balance at 31-Mar-20 0.19 2.03 30,175.07 818.18 508.64 2,152.08 33,656.19
Profit for the year - - - - - 7,162.12 7,162.12
Other comprehensive income - - - - - 9.54 9.54
Total Comprehensive Income for the year - - - - - 7,171.66 7,171.66
ESOP Charge - - - 139.42 - - 139.42
Balance at 31-Mar-21 1.70 2.03 30,246.81 1,128.28 508.64 8,481.52 40,368.98
Profit for the year - - - - - 9,333.57 9,333.57
Other comprehensive income - - - - - (0.10) (0.10)
Total Comprehensive Income for the year - - - - - 9,333.47 9,333.47
ESOP charges transferred to reserves - - - 55.86 55.86
Reversal on account of lapses of ESOP/SAR - - - (439.54) - - (439.54)
ESOP Charge - - - 63.95 - - 63.95
Balance at 31-Mar-22 - 2.03 30,670.40 761.58 508.64 17,161.31 49,103.96
The accompanying notes are an integral part of the reformatted standalone financial
1 to 73
information.
As per our report of even date attached.



F-9
Notes to the Reformatted Standalone Financial Information Annexure V
1. Background (FY 2021-22; FY 2020-21; FY 2019-20)

Edelweiss Financial Services Limited (‘the Company’), Public Limited company domiciled in India, and
incorporated under the provision of Companies Act, 1956 and is registered with Securities and Exchange
Board of India (SEBI) as Category I – Merchant Banker. The Company was incorporated on November 21,
1995, and is the ultimate holding company of Edelweiss group of companies. The Company has its
registered office at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai, India.
The Company is principally engaged in providing investment banking services and holding company
activities comprising of development, managerial and financial support to the business of Edelweiss
group entities.
Significant Accounting Policies
1.1 Basis of preparation of Reformatted Standalone financial information (FY 2021-22; 2020-21; 2019-20)
The Reformatted standalone statement of Assets and Liabilities of the Company as at 31 March 2022, 31
March 2021 and 31 March 2020 and Reformatted Standalone Statement of Profit and Loss and the
Reformatted Statement of Cash Flows and Reformatted Standalone Statement of change in equity and
the Summary of Significant Accounting Policies and explanatory notes for the year ended 31 March 2022,
31 March 2021 and 31 March 2020 ( together referred as "Reformatted standalone financial information"
have been extracted by the Management from the Audited Financial Statements of the Company for the
year ended 31 March 2022,31 March 2021 and 31 March 2020 ("Audited Financial Statements")
The Reformatted standalone financial information has been prepared by the management in connection
with the proposed listing of secured redeemable non-convertible debentures of the Company with BSE
Limited (‘the stock exchange’), in accordance with the requirements of:
a) Section 26 of the Companies Act, 2013; and
b) Securities and Exchange Board of India (Issue and Listing of Non Convertible Securities) Regulations,
2021(‘the Regulations’) issued by the Securities and Exchange Board of India ("SEBI"), as amended from
time to time in pursuance of the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”).
Th reformatted standalone financial information of the Company has been prepared in accordance with
Indian Accounting Standards (IndAS) notified under the Companies (Indian Accounting Standards) Rules,
2015(as amended from time to time). These Reformatted standalone financial information have been
approved for issue by the Board of Directors of the Company on 22 September 2022.
This reformatted standalone financial information has been prepared on a historical cost basis, except for
derivative financial instruments and other financial assets held for trading, which have been measured at
fair value. The reformatted standalone financial information is presented in Indian Rupees (INR) and all
values are rounded to the nearest million, except when otherwise indicated.
1.2 Presentation of reformatted standalone financial information
The Company presents its reformatted standalone statement of assets and liabilities in order of liquidity
in compliance with the Division III of the Schedule III to the Companies Act, 2013. An analysis regarding
recovery or settlement within 12 months after the reporting date (current) and more than 12 months
after the reporting date (noncurrent) is presented in Note no.43.
Financial assets and financial liabilities are generally reported gross in the balance sheet. They are only
offset and reported net when, in addition to having an unconditional legally enforceable right to offset
the recognised amounts without being contingent on a future event, the parties also intend to settle on a
net basis in all of the following circumstances:
• The normal course of business

• The event of default
F - 10
Notes to the Reformatted Standalone Financial information (Continued)
• The event of insolvency or bankruptcy of the company and or its counterparties
1.3 Financial Instruments
1.3.1 Date of recognition
Financial assets and financial liabilities, with the exception of borrowings, loans and debt securities are
initially recognised on the trade date, i.e., the date that the Company becomes a party to the contractual
provisions of the instrument. This includes regular way trades purchases or sales of financial assets that
require delivery of assets within the time frame generally established by regulation or convention in the
market place. The Company recognises borrowings when funds reach the Company.
1.3.2 Initial measurement of financial instruments
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from
the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
1.4 Classification of financial instruments
1.4.1 Financial assets:
The Company classifies all its financial assets based on the business model for managing the assets and
the asset’s contractual terms, measured at either:
Financial assets carried at amortized cost (AC)

A financial asset is measured at amortised cost if it is held within a business model whose objective is
to hold the asset in order to collect contractual cash flows and the contractual terms of the financial
asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding. The changes in carrying value of financial assets are recognised in
profit and loss account.
Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is measured at FVTOCI if it is held within a business model whose objective is
achieved by both collecting contractual cash flows and selling financial assets and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding. The changes in fair value of financial
assets are recognised in Other Comprehensive Income.
Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are measured at FVTPL. The
Company measures all financial assets classified as FVTPL at fair value at each reporting date. The
changes in fair value of financial assets are recognised in Profit and loss account.
F - 11
1.4.1.1 Amortized cost and Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period.
For financial instruments the effective interest rate is the rate that exactly discounts estimated future
cash receipts (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) excluding expected credit losses,
through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross
carrying amount of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial
recognition minus the principal repayments, plus the cumulative amortisation using the effective interest
method of any difference between that initial amount and the maturity amount, adjusted for any loss
allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a
financial asset before adjusting for any loss allowance.
1.4.1.2 Financial assets held for trading
The Company classifies financial assets as held for trading when they have been purchased or issued
primarily for short-term profit making through trading activities or form part of a portfolio of financial
instruments that are managed together, for which there is evidence of a recent pattern of short-term
profit is taking. Held-for-trading assets are recorded and measured in the balance sheet at fair value.
1.4.1.3 Investment in equity instruments
The Company measures all equity investments at fair value through profit or loss except, for Investment
in subsidiaries and associates are recognised at cost, subject to impairment if any at the end of each
reporting period. Cost of investment represents amount paid for acquisition of the investment.
1.4.2 Financial liabilities
All financial liabilities are measured at amortised cost except for financial guarantees, and derivative
financial liabilities.
1.4.2.1 Debt securities and other borrowed funds
After initial measurement, debt issued, and other borrowed funds are subsequently measured at
amortised cost. Amortised cost is calculated by taking into account any discount or premium on issue
funds, and costs that are an integral part of the EIR.
1.4.2.2 Financial assets and financial liabilities at fair value through profit or loss
Financial assets and financial liabilities in this category are those that are not held for trading and have
been either designated by management upon initial recognition or are mandatorily required to be
measured at fair value under Ind AS 109. Management only designates an instrument at FVTPL upon initial
recognition when one of the following criteria are met. Such designation is determined on an instrument-
by-instrument basis:
• The designation eliminates, or significantly reduces, the inconsistent treatment that would
otherwise arise from measuring the assets or liabilities or recognising gains or losses on them on
a different basis; or
F - 12
• The liabilities are part of a group of financial liabilities, which are managed, and their
performance evaluated on a fair value basis, in accordance with a documented risk management
or investment strategy; or
• The liabilities containing one or more embedded derivatives, unless they do not significantly
modify the cash flows that would otherwise be required by the contract, or it is clear with little
or no analysis when a similar instrument is first considered that separation of the embedded
derivative(s) is prohibited.
Financial assets and financial liabilities at FVTPL are recorded in the balance sheet at fair value. Changes
in fair value are recorded in profit and loss with the exception of movements in fair value of liabilities
designated at FVTPL due to changes in the Company’s own credit risk. Such changes in fair value are
recorded in the Own credit reserve through OCI and do not get recycled to the profit or loss. Interest
earned or incurred on instruments designated at FVTPL is accrued in interest income or finance cost,
respectively, using the EIR, taking into account any discount/ premium and qualifying transaction costs
being an integral part of instrument. Interest earned on assets mandatorily required to be measured at
FVTPL is recorded using effective interest rate.
1.4.2.3 Financial guarantee:
Financial guarantees are contract that requires the Company to make specified payments to reimburse to
holder for loss that it incurs because a specified debtor fails to make payment when it is due in
accordance with the terms of a debt instrument.
Financial guarantee issued or commitments to provide a loan at below market interest rate are initially
measured at fair value and the initial fair value is amortised over the life of the guarantee or the
commitment. Subsequently they are measured at higher of this amortised amount and the amount of
loss allowance.
1.4.3 Financial liabilities and equity instruments
Financial instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company entity are recognised at the
proceeds received, net of direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No
gain or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company's
own equity instruments.
1.4.4 Derivative contracts (Derivative assets / Derivative liability)
The Company enters into a variety of derivative financial instruments to manage its exposure to interest
rate and foreign exchange rate risks, including foreign exchange forward contracts and interest rate
swaps.
Derivatives are initially recognised at fair value and are subsequently re-measured at fair value through
profit or loss. The resulting gain or loss is recognised in profit or loss immediately.
F - 13
1.5 Reclassification of financial assets and financial liabilities
The Company does not reclassify its financial assets subsequent to their initial recognition, apart from the
exceptional circumstances in which the Company acquires, disposes of, or terminates a business line.
Financial liabilities are never reclassified.
1.6 Employee welfare trust
The Company is a sponsor to two trusts namely: (i) Edelweiss Employees' Welfare Trust; and (ii) Edelweiss
Employees' Incentives and Welfare Trust. These trusts have been formed exclusively to provide benefits
to employees of the Company and its subsidiaries and associates. These trusts have been treated as an
extension of the Company for the purpose of these financial information. Accordingly, the equity shares
of the Company held by these trusts have been treated as treasury shares. The excess of the cost of such
shares over the face value of shares has been reduced from the securities premium account of the
Company.
1.7 Derecognition of financial assets and financial liabilities
1.7.1 Derecognition of financial assets due to substantial modification of terms and

conditions
The Company derecognises a financial asset when the terms and conditions have been renegotiated to
the extent that, substantially, it becomes a new loan, with the difference recognised as a derecognition
gain or loss, to the extent that an impairment loss has not already been recorded.
If the modification does not result in cash flows that are substantially different, the modification does not
result in derecognition. Based on the change in cash flows discounted at the original EIR, the Company
records a modification gain or loss, to the extent that an impairment loss has not already been recorded.
1.7.2 Derecognition of financial assets (other than due to substantial modification)
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial
assets) is derecognised when the rights to receive cash flows from the financial asset have expired. The
Company also derecognises the financial asset if it has both transferred the financial asset and the
transfer qualifies for derecognition.
The Company has transferred the financial asset if, and only if, either:
• The Company has transferred its contractual rights to receive cash flows from the financial asset;
or
• It retains the rights to the cash flows but has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a ‘pass–through’ arrangement.
A transfer only qualifies for derecognition if either:
• The Company has transferred substantially all the risks and rewards of the asset; or
• The Company has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset
The Company considers control to be transferred if and only if, the transferee has the practical ability to
sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and
without imposing additional restrictions on the transfer.
F - 14
1.7.3 Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled, or
expires.
Where an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new liability. The difference
between the carrying value of the original financial liability and the consideration paid, including modified
contractual cash flow recognised as new financial liability, would be recognised in profit or loss.
1.8 Impairment of financial assets
The Company records allowance for expected credit losses for all amortised cost financial assets and
financial guarantee contracts, in this section all referred to as ‘financial instruments. Equity instruments
are not subject to impairment under Ind AS 109.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade
receivables and lease receivables. The application of simplified approach does not require the Company
to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at
each reporting date, right from its initial recognition. The Company uses a provision matrix to determine
impairment loss allowance on portfolio of its receivables. The provision matrix is based on its historically
observed default rates over the expected life of the receivables.
For all other financial instruments, the Company recognises lifetime ECL when there has been a
significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the
financial instrument has not increased significantly since initial recognition, the Company measures the
loss allowance for that financial instrument at an amount equal to 12-month expected credit losses (12m
ECL). The assessment of whether lifetime ECL should be recognised is based on significant increases in the
likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset
being credit-impaired at the reporting date or an actual default occurring.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash
flows that are due to the Company in accordance with the contract and all the cash flows that the
Company expects to receive, discounted at the original effective interest rate. The Company recognises
an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment
to their carrying amount through a loss allowance account.
1.9 Write off
Financial assets are written off either partially or in their entirety only when the Company has stopped
pursuing the recovery. If the amount to be written off is greater than the accumulated loss allowance, the
difference is first treated as an addition to the allowance that is then applied against the gross carrying
amount. Any subsequent recoveries are credited to impairment on financial instruments in reformatted
standalone statement of profit and loss.
1.10 Determination of fair value
The Company measures financial instruments, such as, derivatives at fair value at each balance sheet
date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
F - 15
orderly transaction between market participants at the measurement date. The fair value measurement
is based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest. A fair value measurement of a non-financial asset takes into account a market participant’s
ability to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use. The Company uses
valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs. In order to show how fair values have been derived, financial instruments are
classified based on a hierarchy of valuation techniques, as summarised below:
• Level 1 financial instruments −Those where the inputs used in the valuation are unadjusted quoted
prices from active markets for identical assets or liabilities that the Company has access to at the
measurement date. The Company considers markets as active only if there are sufficient trading
activities with regards to the volume and liquidity of the identical assets or liabilities and when there
are binding and exercisable price quotes available on the balance sheet date.
• Level 2 financial instruments−Those where the inputs that are used for valuation and are significant,
are derived from directly or indirectly observable market data available over the entire period of the
instrument’s life.
• Level 3 financial instruments −Those that include one or more unobservable input that is significant
to the measurement as whole. For assets and liabilities that are recognised in the financial
information on a recurring basis, the Company determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorization (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period. The
Company periodically reviews its valuation techniques including the adopted methodologies and
model calibrations.
1.11 Revenue from contract with customer
Revenue is measured at fair value of the consideration received or receivable. Revenue is recognized
when (or as) the Company satisfies a performance obligation by transferring a promised good or
service (i.e., an asset) to a customer. An asset is transferred when (or as) the customer obtains control
of that asset. When (or as) a performance obligation is satisfied, the Company recognizes as revenue
the amount of the transaction price (excluding estimates of variable consideration) that is allocated to
that performance obligation. The Company applies the five-step approach for recognition of revenue:
i. Identification of contract(s) with customers;
ii. Identification of the separate performance obligations in the contract;
iii. Determination of transaction price;
F - 16
iv. Allocation of transaction price to the separate performance obligations; and
v. Recognition of revenue when (or as) each performance obligation is satisfied
Revenue Recognition for different heads of Income are as under:
(i) Investment banking advisory fees, Syndication fees (net of tax)
Advisory/Syndication fees are recognised on an accrual basis in accordance with agreement entered into
with respective investment managers / advisors.
(ii) Interest income
Interest income is recognized using the effective interest rate.
(iii) Dividend income
Dividend income is recognized in the reformatted standalone statement of profit or loss on the date that
the Company’s right to receive payment is established, it is probable that the economic benefits
associated with the dividend will flow to the entity and the amount of dividend can be reliably measured.
This is generally when the Shareholders approve the dividend.
(iv) Profit or loss on sale of investments
Profit or loss on sale of investments is recognised on trade date basis. Difference between the sale price
and average cost of acquisition is recognized as profit or loss on sale of investments.
1.12 Earnings per share
Basic earnings per share is computed by dividing the net profit after tax attributable to the equity
shareholders for the year by the weighted average number of equity shares outstanding for the year.
Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to
issue equity shares were exercised or converted during the year. Diluted earnings per share is computed
by dividing the net profit after tax attributable to the equity shareholders for the year by weighted
average number of equity shares considered for deriving basic earnings per share and weighted average
number of equity shares that could have been issued upon conversion of all dilutive potential equity
shares.
1.13 Foreign currency transactions
This reformatted standalone financial information are presented in Indian Rupees which is also the
functional currency of the Company. Transactions in currencies other than Indian Rupees (i.e., foreign
currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end
of each reporting period, monetary items denominated in foreign currencies are translated at the rates
prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.
F - 17
1.14 Retirement and other employee benefit
Provident fund and national pension scheme
The Company contributes to a recognised provident fund and national pension scheme which is a defined
contribution scheme. The contributions are accounted for on an accrual basis and recognised in the
reformatted standalone statement of profit and loss.
Gratuity
The Company’s gratuity scheme is a defined benefit plan. The Company’s net obligation in respect of the
gratuity benefit scheme is calculated by estimating the amount of future benefit that the employees have
earned in return for their service in the current and prior periods, that benefit is discounted to determine
its present value, and the fair value of any plan assets, if any, is deducted. The present value of the
obligation under such benefit plan is determined based on independent actuarial valuation using the
Projected Unit Credit Method. Benefits in respect of gratuity are funded with an insurance company
approved by Insurance Regulatory and Development Authority (IRDA).
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding
amounts included in net interest on the net defined benefit liability and the return on plan assets
(excluding amounts included in net interest on the net defined benefit liability), are recognised
immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in
the period in which they occur.
Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The
Company recognises the following changes in the net defined benefit obligation as an expense in the
consolidated statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and
non-routine settlements; and
• Net interest expense or income
Compensated Absences
The eligible employees of the Company are permitted to carry forward certain number of their annual
leave entitlement to subsequent years, subject to a ceiling. The Company recognises the charge in the
reformatted standalone statement of profit and loss and corresponding liability on such non-vesting
accumulated leave entitlement based on a valuation by an independent actuary. The cost of providing
annual leave benefits is determined using the projected unit credit method.
The liability is provided based on the number of days of unutilised leave at each balance sheet date based
on a valuation by an independent actuary.
F - 18
1.15 Share-based payment arrangements
Equity-settled share-based payments to employees of the Group and others providing similar services
that are granted by the Company are measured by reference to the fair value of the equity instruments at
the grant date. These includes Stock Appreciation Rights (SARs) which are equity settled share-based
payments.
a. with respect to Company’s employees:
The fair value determined at the grant date of the equity-settled share-based payments is expensed over
the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with
a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate
of the number of equity instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the Employee Stock Option Plan Reserve and Stock
Appreciation Rights Reserve. In cases where the share options granted vest in installments over the
vesting period, the Company treats each installment as a separate grant, because each installment has a
different vesting period, and hence the fair value of each installment differs.
b. with respect to employees of the Group:
The fair value determined at the grant date of the equity-settled share-based payments is accounted as a
capital contribution (deemed investment) to the respective subsidiaries over the vesting period, based on
the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in
equity. At the end of each reporting period, the Company revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised
such that the cumulative capital contribution (deemed investment) is increased so that it reflects the
revised estimate, with a corresponding adjustment to the Employee Stock Option Plan Reserve. In cases
where the share options granted vest in installments over the vesting period, the Company treats each
installment as a separate grant, because each installment has a different vesting period, and hence the
fair value of each installment differs. Whenever, these estimates are expected to get settle between the
subsidiaries and the Company, they are accounted as receivable/payable.
1.16 Property, plant, and equipment
Property plant and equipment is stated at cost excluding the costs of day–to–day servicing, less
accumulated depreciation, and accumulated impairment in value. Changes in the expected useful life are
accounted for by changing the depreciation period or methodology, as appropriate, and treated as
changes in accounting estimates.
Subsequent costs incurred on an item of property, plant and equipment is recognised in the carrying
amount thereof when those costs meet the recognition criteria as mentioned above. Repairs and
maintenance are recognised in profit or loss as incurred.
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties
under construction) less their residual values over their useful lives. Depreciation is provided on a written
down value basis from the date the asset is ready for its intended use or put to use whichever is earlier.
In respect of assets sold, depreciation is provided up to the date of disposal.
F - 19
As per the requirement of Schedule II of the Companies Act, 2013, the Company has evaluated the useful
lives of the respective property, plant and equipment which are as per the provisions of Part C of the
Schedule II for calculating the depreciation. The estimated useful lives of the property, plant and
equipment are as follows
Estimated useful lives of the assets are as follows:
Nature of assets Estimated useful life
Building (other than Factory Building) 60 years
Furniture and fixtures 10 years
Vehicles 8 years
Office equipment 5 years
Computers - servers and networks 6 years
Computers - end user devices, such as desktops, laptops, etc. 3 years
Leasehold improvements are amortised on a straight-line basis over the estimated useful lives of the
assets or the period of lease, whichever is shorter.
Amount of those components which have been separately recognised as assets is derecognised at the
time of replacement thereof. Any gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in profit or loss.
The residual values, useful lives, and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate.
1.17 Intangible assets
Intangible assets are recorded at the consideration paid for the acquisition of such assets and are carried
at cost less accumulated amortization and impairment, if any. Intangibles such as software are amortised
over a period of 3 years based on its estimated useful life.
1.18 Impairment of non-financial assets
The Company assesses at each balance sheet date whether there is any indication that an asset may be
impaired based on internal/external factors. If any such indication exists, the Company estimates the
recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of
cash generating unit which the asset belongs to is less than its carrying amount, the carrying amount is
reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in
the reformatted standalone statement of profit and loss. If at the balance sheet date there is an
indication that a previously assessed impairment loss no longer exists, the recoverable amount is
reassessed, and the asset is reflected at the recoverable amount subject to a maximum of the
depreciable historical cost.
1.19 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term
deposits with an original maturity of three months or less.
F - 20
1.20 Provisions and other contingent liabilities
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation. Where the probability of
outflow is considered to be remote, or probable, but a reliable estimate cannot be made, a contingent
liability is disclosed. Given the subjectivity and uncertainty of determining the probability and amount of
losses, the Company takes into account a number of factors including legal advice, the stage of the
matter and historical evidence from similar incidents.
1.21 Income tax expenses
Income tax expense represents the sum of the current tax and deferred tax.
1.21.1 Current tax
The current tax payable is based on taxable profit for the year. Taxable profit differs from ‘profit before
tax’ as reported in the reformatted standalone statement of profit and loss because of items of income or
expense that are taxable or deductible in other years and items that are never taxable or deductible. The
Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
1.21.2 Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the reformatted standalone financial information and the corresponding tax bases used in the
computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible temporary differences to the
extent that it is probable that taxable profits will be available against which those deductible temporary
differences can be utilised.
Deferred tax assets are also recognised with respect to carry forward of unused tax losses and unused tax
credits (including Minimum Alternative Tax credit) to the extent that it is probable that future taxable
profit will be available against which the unused tax losses and unused tax credits can be utilised.
It is probable that taxable profit will be available against which a deductible temporary difference,
unused tax loss or unused tax credit can be utilised when there are sufficient taxable temporary
differences which are expected to reverse in the period of reversal of deductible temporary difference or
in periods in which a tax loss can be carried forward or back. When this is not the case, deferred tax asset
is recognised to the extent it is probable that:
• the entity will have sufficient taxable profit in the same period as reversal of deductible
temporary difference or periods in which a tax loss can be carried forward or back; or
• tax planning opportunities are available that will create taxable profit in appropriate periods.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or
part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
F - 21
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.
Minimum Alternative Tax (MAT) credit
FY 2019-2020
MAT credit asset is recognised where there is convincing evidence that the asset can be realised in future. MAT credit
MAT credit assets are reviewed as at the balance sheet date and written down or written up to reflects the amount
that is reasonably certain to be realised.
1.21.3 Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and deferred
tax are also recognised in other comprehensive income or directly in equity respectively.
1.21.4 Business Combination
FY 2019-2020
The acquisition method of accounting is used to account for business combinations by the Company. The
cost of an acquisition is measured as the aggregate of the consideration transferred measured at
acquisition date fair value and the amount of any non-controlling interests in the acquiree. At the
acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their
acquisition date fair values. Goodwill is initially measured at cost, being the excess of the aggregate of the
consideration transferred and the amount recognised for non-controlling interests, and any previous
interest held, over the net identifiable assets acquired and liabilities assumed. After initial recognition,
goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether
other assets or liabilities of the acquiree are assigned to those units.
1.22 Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described above, the management is
required to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
1.23 Critical judgements in applying accounting policies
The following are the critical judgements, apart from those involving estimations, that the management
has made in the process of applying the Company's accounting policies and that have the most significant
effect on the amounts recognised in the reformatted standalone financial information.
1.23.1 Business model assessment
Classification and measurement of financial assets depends on the results of the solely payments for
principal and interest (SPPI) and the business model test. The Company determines the business model at
a level that reflects how Group of financial assets are managed together to achieve a particular business
objective. This assessment includes judgement reflecting all relevant evidence including how the
F - 22
performance of the assets is evaluated and their performance is measured, the risks that affect the
performance of the assets and how these are managed and how the managers of the assets are
compensated. The Company monitors financial assets measured at amortised cost that are derecognised
prior to their maturity to understand the quantum, the reason for their disposal and whether the reasons
are consistent with the objective of the business for which the asset was held. Monitoring is part of the
Company’s continuous assessment of whether the business model for which the remaining financial
assets are held continues to be appropriate and if it is not appropriate whether there has been a change
in business model and so a prospective change to the classification of those assets.
1.24 Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year, as described
below. The Company based its assumptions and estimates on parameters available when this
reformatted standalone financial information was prepared. Existing circumstances and assumptions
about future developments, however, may change due to market changes or circumstances arising that
are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
1.24.1 Fair value of financial instruments

The fair value of financial instruments is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction in the principal (or most advantageous) market at the
measurement date under current market conditions (i.e., an exit price) regardless of whether that price
is directly observable or estimated using another valuation technique. When the fair values of financial
assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they
are determined using a variety of valuation techniques that include the use of valuation models. The
inputs to these models are taken from observable markets where possible, but where this is not feasible,
estimation is required in establishing fair values. Judgements and estimates include considerations of
liquidity and model inputs related to items such as credit risk (both own and counterparty), funding
value adjustments, correlation, and volatility.
1.24.2 Impairment of financial assets

The measurement of impairment losses across all categories of financial assets requires judgement, in
particular, the estimation of the amount and timing of future cash flows and collateral values when
determining impairment losses and the assessment of a significant increase in credit risk. These
estimates are driven by a number of factors, changes in which can result in different levels of allowances.
The Company’s ECL calculations are outputs of models with a number of underlying assumptions
regarding the choice of variable inputs and their interdependencies.
It is Company’s policy to regularly review its models in the context of actual loss experience and adjust
when necessary.
1.25 Standards issued but not yet effective

(FY 2021-22)
Ministry of Corporate Affairs ('MCA') notifies new standard or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. On 23 March 2022,
MCA issued the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from 1
April 2022, as below:
Ind AS 103 – Reference to Conceptual Framework

The amendments specifiy that to qualify for recognition as part of applying the acquisition method, the
identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in
the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual
F - 23
Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These
changes do not significantly change the requirements of Ind AS 103. The Company does not expect the
amendment to have any significant impact in its reformatted standalone financial information.
Ind AS 16 – Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and
equipment amounts received from selling items produced while the Company is preparing the asset for
its intended use. Instead, an entity will recognise such sales proceeds and related cost in profit or loss.
The Company does not expect the amendments to have any impact in its recognition of its property,
plant and equipment in its financial statements. Ind AS 37 – Onerous Contracts - Costs of Fulfilling a
Contract The amendments specify that that the ‘cost of fulfilling’ a contract comprises the ‘costs that
relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of
fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that
relate directly to fulfilling contracts. The amendment is essentially a clarification and the Company does
not expect the amendment to have any significant impact in its reformatted standalone financial
information.
Ind AS 109 – Annual Improvements to Ind AS (2021)

The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109
in assessing whether to derecognise a financial liability. The Company does not expect the amendment to
have any significant impact in its reformatted standalone financial information.

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor
in order to resolve any potential confusion regarding the treatment of lease incentives that might arise
because of how lease incentives were described in that illustration. The Company does not expect the
amendment to have any significant impact in its reformatted standalone financial information
(FY 2020-21; FY 2019-20)
There are no new standard or amendment issued but not effective.
F - 24
Notes to the Reformatted standalone financial information (Continued) Annexure V
2. Cash and cash equivalents
As at As at As at
Cash in hand 0.01 0.01 0.10

Balances with banks:
-in Current accounts 4,619.33 1,481.80 13.56
Total 4,619.34 1,481.81 13.66
3. Bank Balance other than cash and cash equivalents
As at As at As at
Fixed deposits with banks to the extent held as security against borrowings (Refer Note 1) 30.00 - -
Fixed deposits with banks 500.48 -
In unpaid dividend accounts 8.60 8.19 9.55
Total 539.08 8.19 9.55
Note 1:
Fixed deposit aggregating to ` 30.00 million (FY 2020-21 -Nil, FY 2019-20-Nil) have been pledged with Trustees against coupon payment of Debt Securities.
F - 25
4. Derivative financial instruments
The Company enters into derivative transactions to hedge its interest rate risks and currency risks.
These derivatives are held for risk management purposes i.e. economic hedges but the Company has elected not to apply hedge accounting requirements.
As at Fair value of asset Fair value of liability

Currency Notional amount* (Units) Currency Notional amount* (Units)
31 March 2022 (`) (`)
(i) Currency derivatives

Currency Futures - -
Less: amounts offset - -
- -
Total - -

Currency Notional amount* (Units) Currency Notional amount* (Units)
31 March 2021 (`) (`)

Currency Futures USDINR 1,22,71,000 6.15 GBPINR 3,00,000 (0.03)
Less: amounts offset (refer note 4.1) (6.15) 0.03
- -
Total - -

Currency Notional amount (Units) Currency Notional amount* (Units)
31 March 2020 (`) (`)

Currency Futures USDINR - - USDINR 58,95,000 0.77
GBPINR 3,00,000 1.12
Less: amounts offset (refer note 4.1) - (1.89)
- -
Total - -
Notes
* Notional amount represents quantity in case of currency linked derivatives.
F - 26
4.1 Offsetting:
Certain derivative financial assets and financial liabilities are subject to master netting arrangements, whereby in the case of insolvency, derivative financial
assets and financial liabilities will be settled on a net basis. The tables below summarise the financial assets and liabilities subject to offsetting, enforceable
master netting and similar agreements, as well as financial collateral received to mitigate credit exposures for these financial assets, and whether offset is
achieved in the reformatted standalone statement of assets and liabilities:
Financial assets subject to offsetting, netting arrangements
As at 31 March 2022
Assets not
Offsetting recognised in the Netting potential not recognised in Maximum
Financial assets subject to subject to Total
standalone statement of assets and standalone statement of assets and Exposure
offsetting netting assets
liabilities liabilities to Risk
arrangements
Net asset Recognised

Assets
recognised in the After
recognised in
Gross asset in Assets after standalone considerati
Amount Financial Collateral the standalone
before standalone consideration of statement on of
offset liabilities received statement of
offset statement of netting potential of assets netting
assets and
assets and and potential
liabilities
liabilities liabilities
Derivative financial assets - - - - - - - - -

Netting potential not Liabilities not
Offsetting recognised in the Maximum
Financial liabilities subject to recognised in standalone subject to Total
standalone statement of assets and Exposure
offsetting statement of assets and netting liabilities
liabilities to Risk
liabilities arrangements
Net liability Recognised

Liabilities
Gross Liabilities after recognised on
in standalone considerati
liability Amount Financial Collateral consideration the standalone
standalone statement on
before offset assets paid of netting statement of
statement of of assets of netting
offset potential assets and
liabilities
Derivative financial liabilities - - - - - - - - -
As at 31 March 2021:
Assets not
Offsetting recognised in the Netting potential not recognised in Maximum
Financial assets subject to subject to Total
standalone statement of assets and standalone statement of assets and Exposure
offsetting netting assets
liabilities liabilities to Risk
arrangements

Assets
recognised in
offset* liabilities received statement of
assets and
liabilities
Derivative financial assets 6.15 6.15 - - - - - - -

Offsetting recognised in the Maximum
Financial liabilities subject to recognised in standalone subject to Total
standalone statement of assets and Exposure
offsetting statement of assets and netting liabilities
liabilities to Risk

Liabilities
before offset* assets paid of netting statement of
liabilities
Derivative financial liabilities 0.03 0.03 - - - - - - -
* As at 31 March 2021, the amount of cash margin received that has been offset against the gross derivative assets is ₹ 6.15 million. Also, at March 31, 2021, the
amount of cash margin paid that has been offset against the gross derivative liabilities is ₹ 0.03 million.
F - 27
4.1 Offsetting:
Assets not
Netting potential not recognised in Maximum
Financial assets subject to Offsetting recognised in the standalone subject to
standalone statement of assets and Total assets Exposure to
offsetting statement of assets and liabilities netting
liabilities Risk
arrangements

Assets
recognised in
offset* liabilities received statement of
assets and
liabilities
Derivative financial assets - - - - - - - - -

Maximum
Financial liabilities subject to Offsetting recognised in the standalone recognised in standalone subject to Total
Exposure to
offsetting statement of assets and liabilities statement of assets and netting liabilities
Risk

Liabilities
before offset* assets paid of netting statement of
liabilities
Derivative financial liabilities 1.89 1.89 - - - - - - -
* As at the March 31 2020, the amount of cash margin received that has been offset against the gross derivative assets is ₹ Nil. Also, at March 31 2020, the
amount of cash margin paid that has been offset against the gross derivative liabilities is ₹1.89 million.
F - 28
5. Trade Receivables
As at As at As at
Receivables considered good -unsecured 123.64 217.64 355.18
Receivables - credit impaired 55.86 88.34 -
Gross Receivables 179.50 305.98 355.18
Less: Provision for impairment - unsecured (1.71) (35.39) -
Less: Allowance for expected credit losses (54.15) (79.59) (38.38)
Total 123.64 191.00 316.80
5.1 Trade Receivable Ageing Schedule
As at 31 March 2022 Outstanding for following periods from due date of payment
Less than 6 More than 3
Particulars months 6 months -1 year 1-2 years 2-3 years years Total
i) Undisputed Trade receivables – 123.64 - - - - 123.64
considered good
(ii) Undisputed Trade Receivables – which
have significant increase in credit risk
- - - - - -
(iii) Undisputed Trade Receivables – credit 27.73 5.90 4.16 5.01 13.06 55.86
impaired
(iv) Disputed Trade Receivables–considered
good - - - - - -
(v) Disputed Trade Receivables – which have
significant increase in credit risk
- - - - - -
(vi) Disputed Trade Receivables – credit
impaired - - - - - -
Gross receivables (A)
151.37 5.90 4.16 5.01 13.06 179.50
i) Undisputed Trade receivables – (1.71) - - - - (1.71)
considered good
- - - - - -
(iii) Undisputed Trade Receivables – credit
impaired (26.02) (5.90) (4.16) (5.01) (13.06) (54.15)
good - - - - - -
- - - - - -
Total ECL Provision on receivables (B) (27.73) (5.90) (4.16) (5.01) (13.06) (55.86)
Total receivables net of provision = (A)-(B)

123.64 - - - - 123.64
i) Undisputed Trade receivables – 191.00 26.64 - - - 217.64
considered good
- - - - - -
(iii) Undisputed Trade Receivables – credit 37.17 27.12 9.99 9.54 4.52 88.34
impaired
good - - - - - -
- - - - - -
Gross receivables (A) 228.17 53.76 9.99 9.54 4.52 305.98
i) Undisputed Trade receivables – (8.75) (26.64) - - - (35.39)
considered good
- - - - - -
(iii) Undisputed Trade Receivables – credit (28.42) (27.12) (9.99) (9.54) (4.52) (79.59)
impaired
good - - - - - -
- - - - - -
Total ECL Provision on receivables (B) (37.17) (53.76) (9.99) (9.54) (4.52) (114.98)
Total receivables net of provision = (A)-(B)

191.00 - - - - 191.00
F - 29
5.1 Trade Receivable Ageing Schedule
i) Undisputed Trade receivables – 321.93 16.30 12.02 - 4.93 355.18
considered good
(ii) Undisputed Trade Receivables – which -
- - - - -
(iii) Undisputed Trade Receivables – credit -
impaired - - - - -
(iv) Disputed Trade Receivables–considered -
good - - - - -
(v) Disputed Trade Receivables – which have -
- - - - -
(vi) Disputed Trade Receivables – credit -
impaired - - - - -
Gross receivables (A) 321.93 16.30 12.02 - 4.93 355.18
i) Undisputed Trade receivables – (7.06) (14.37) (12.02) - (4.93) (38.38)
considered good
(ii) Undisputed Trade Receivables – which 0
- - - - -
(iii) Undisputed Trade Receivables – credit 0
impaired - - - - -
(iv) Disputed Trade Receivables–considered 0
good - - - - -
(v) Disputed Trade Receivables – which have 0
- - - - -
(vi) Disputed Trade Receivables – credit 0
impaired - - - - -
Total ECL Provision on receivables (B) (7.06) (14.37) (12.02) 0.00 (4.93) (38.38)
Total receivables net of provision = (A)-(B) 314.87 1.93 - - - 316.80
5.2 Reconciliation of impairment allowance on trade receivables:
Particulars Amount
Impairment allowance measured as per simplified approach
Impairment allowance as on 31-Mar-19 (97.05)
Add/ (less): asset originated or acquired / reversals (net) 58.67
Impairment allowance as on 31 March 2020 (38.38)
(Add)/ less: asset originated (net) (76.60)
(Add)/ less: asset originated or acquired / reversals (net) 59.12
Notes:
1) No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other person.
2) No trade or other receivables are due from firms or private companies in which directors is partner, a director or a member.
3) Trade receivables are non-interest earning and are generally on terms of 1 to 30 days.
4) There are no unbilled or not due trade receivables as at 31 March 2022, 31 March 2021 and 31 March 2020
F - 30
6. Loans
As at As at As at
Term Loans (at amortised cost)

Loans to related parties ( Refer note 37) 21,707.64 12,474.13 -
Loans to employees - 0.53 6.73
Total Gross (A) 21,707.64 12,474.66 6.73
Less: Impairment loss allowance (3.83) (2.23) -

Total (Net) (A) 21,703.81 12,472.43 6.73
Unsecured 21,707.64 12,474.66 6.73
Total Gross (B) 21,707.64 12,474.66 6.73

Total (Net) (B) 21,703.81 12,472.43 6.73
Loans in India
Public sector - - -
Others 21,707.64 12,474.66 6.73
Total Gross (C) 21,707.64 12,474.66 6.73

Total (Net) (C) (I) 21,703.81 12,472.43 6.73
Loans outside India - - -

Less: Impairment loss allowance - - -
Total (Net) (C) (II) - - -
Total (C) (I) and (C) (II) 21,703.81 12,472.43 6.73
These loans are considered to have low credit risk based on credit evaluation undertaken by the Company. There is no history of any defaults on these
loans. Since the counter-parties are subsidiaries and associates of the Company, the Company regularly monitors to ensure that these entities have
enough liquidity which safeguards the interest of investors and lenders. Accordingly, there is very minimal Expected credit loss allowance on the
aforesaid loans.
F - 31
6.1 Credit Quality
The table below shows the credit quality and the maximum exposure to credit risk based on the Company’s internal grading and year-end stage classification. The amounts presented are gross of impairment allowances.
Loans at amortised cost
31-Mar-2022 31-Mar-2021 31-Mar-2020

Stage I Stage II Stage III Total Stage I Stage II Stage III Total Stage I Stage II Stage III Total
Performing
High grade 21,707.64 - - 21,707.64 12,474.66 - - 12,474.66 6.73 - - 6.73
Standard grade - - - - - - - - - - - -
Non-performing
Impaired - - - - - - - - - - - -
Total 21,707.64 - - 21,707.64 12,474.66 - - 12,474.66 6.73 - - 6.73
6.2 Gross carrying amount and corresponding ECL reconciliation – Loans
Non-credit impaired Credit impaired Total
Stage I Stage II Stage III

Gross carrying Allowance for Gross carrying Allowance for Gross carrying Allowance for Gross carrying Allowance
amount ECL amount ECL amount ECL amount for ECL
Balance at 31 March 2019 2,538.68 - - - - - 2,538.68 -
Net new and further lending/(repayments) (2,531.95) - - - - - (2,531.95) -
Balance at 31 March 2020 6.73 - - - - - 6.73 -
Net new and further lending/(repayments) 12,467.93 2.23 - - - - 12,467.93 2.23
Balance at 31 March 2021 12,474.66 2.23 - - - - 12,474.66 2.23
Net new and further lending/(repayments) 9,232.98 1.60 - - - - 9,232.98 1.60
Balance at 31 March 2022 21,707.64 3.83 - - - - 21,707.64 3.83
F - 32
7. Investments
As at 31 March 2022 At amortised cost At Fair Value through At cost Total

profit and Loss
( subsidiaries, ( subsidiaries,
associates and others) associates and others)
Equity Shares - 92.14 47,896.64 47,988.78
Debt securities - - - -
Preference Shares - - 1,650.00 1,650.00
Total - 92.14 49,546.64 49,638.78
Investments in India - 92.14 49,540.49 49,632.63
Investments outside India - - 6.15 6.15
Total - 92.14 49,546.64 49,638.78
Less - Impairment Loss allowance - - 6.15 6.15
Total - 92.14 49,540.49 49,632.63
Aggregate amount of quoted investments 2.89
Aggregate market value of quoted investments 2.89
Aggregate amount of unquoted investments 49,629.74
As at 31 March 2021 At Amortised cost At Fair Value through At cost Total

profit and Loss
Equity Shares - 27.40 40,895.95 40,923.35
Debt securities 250.12 - - 250.12
Total 250.12 27.40 43,545.95 43,823.47
Investments in India 250.12 27.40 43,539.80 43,817.32
Total 250.12 27.40 43,545.95 43,823.47
Less - Impairment Loss allowance - - 6.15 6.15
Total 250.12 27.40 43,539.80 43,817.32
As at 31 March 2020 At Amortised cost At Fair Value through At cost Total

profit and Loss
Equity Shares - 23.95 34,648.92 34,672.87
Debt securities - - - -
Preference Shares - - - -
Total - 23.95 34,648.92 34,672.87
Investments in India - 23.95 34,114.55 34,138.50
Total - 23.95 34,648.92 34,672.87
Less - Impairment Loss allowance - - - -
Total - 23.95 34,648.92 34,672.87
Notes:
1) Investments in equity shares of subsidiaries and associates are pledged against Debt securities issued is amounting to ` 573.16 million (FY 2020-21 `
448.64 million; FY 2019-20 ` Nil).
2) Investment in equity shares of subsidiary is pledged against Debt securities issued by another subsidiary amounting to ` 1,712.41 million (FY 2020-21 `
Nil; FY 2019-20 ` Nil).
3) Impairment on investment has been assessed based on business projection approved by Board of directors of respective subsidiaries / associates.
Impairment is recognised, based on management assessment, if the recoverable value is less than carrying amount.
4) The Company has Employee Stock Option Plans (ESOP) in force. Based on such ESOP schemes, the Company has granted options to acquire equity shares
of the Company that would vest in a graded manner to certain employees of subsidiaries. To the extent that the Company has not charged and recovered
the fair value of such stock options from its subsidiaries / associates, it has been included in the above carrying value of investment in those subsidiaries /
associates.
7.1 Investments measured at amortised cost
The table below shows the gross carrying amount of the Company’s investments measured at amortised cost by credit risk, based on the Companys’s
internal credit rating system and year-end stage classification. The amount presented are gross of impairment allowances.
As at As at As at
Gross carrying Gross carrying Gross carrying
amount amount amount
(Stage 1) (Stage 1) (Stage 1)
High grade - 250.12 -
Standard grade - - -
Individually impaired - - -
Total - 250.12 -
Reconciliation of gross carrying amount for investments measured at amortised cost
As at As at As at
Gross carrying amount - opening balance 250.12 - -
New assets originated or purchased (250.12) 250.12 -
Gross carrying amount - closing balance - 250.12 -
F - 33
8. Other financial assets
As at As at As at
Margin placed with broker 0.46 29.20 15.28
Deposits- others 19.94 20.64 21.41
Corporate guarantee fees receivable 248.54 324.63 356.59
Receivable on account of sale of investments (Refer Note 1) 590.66 - -
Advances recoverable in cash for value to be received 56.04 254.88 302.14
Total 915.64 629.35 695.42
Notes:
1 During FY 2021-22, Company sold its controlling stake in the insurance broking business (Edelweiss Gallagher Insurance Broking Limited) to its joint
venture partner Arthur J Gallagher & Co. The Company has received appropriate approval including Insurance Regulatory and Development Authority
(IRDA) for selling its investment in Edelweiss Insurance Broking business. Based on sale agreement, contingent consideration will be received over a
period of time based on revenue achievement. Accordingly, an amount of ` 590.66 million recorded as receivables on account of such sale as per terms
of the agreement.
9. Deferred tax assets (net)
As at As at As at
Deferred tax assets

Trade Receivables
Provision for expected credit losses 15.02 29.50 13.41
Property, Plant and Equipment and Intangible assets
Difference between book and tax depreciation 9.09 12.00 16.40
Unused tax losses
Unused tax losses / credits 336.54 336.54 256.40
Employee benefit obligations

Disallowances under section 43B of the Income Tax Act, 1961 1.81 0.90 3.20
Investments and other financial instruments

Unrealised gain on derivatives - - 0.66
Fair valuation of investments - loss in valuation 0.68 0.68 1.06
Others
Provision on risk and reward undertaking 796.00 - -
Deferred tax liabilities

Investments and other financial instruments
Unrealised gain on derivatives - (1.54) -
Total 1,159.14 378.08 291.13
F - 34
10. Property, plant and equipment and intangibles
Gross Block Depreciation and amortisation Net Block

Deductions/a
Additions/adjust Deductions/adjus
As at djustments As at As at Charge for the As at As at
Particulars ments during the tments during
01 April 2021 during the 31 March 2022 01 April 2021 year 31 March 2022 31 March 2022
year the year
year
a) Property, Plant and
Equipments
Freehold Building 1.75 - - 1.75 0.33 0.07 - 0.40 1.35
Leasehold improvements - - - - - - - - -
Furniture and Fixtures 0.15 0.09 0.01 0.23 0.06 0.03 0.01 0.08 0.15
Vehicles 3.74 0.95 3.74 0.95 2.90 0.42 3.03 0.29 0.66
Office equipment 1.96 0.25 0.29 1.92 1.16 0.37 0.14 1.39 0.53
Computers 15.55 2.74 5.54 12.75 12.71 1.79 4.77 9.73 3.02
Total (A) 23.15 4.03 9.58 17.60 17.16 2.68 7.95 11.89 5.71
b) Intangibles
Software 78.08 0.49 - 78.57 76.89 0.85 - 77.74 0.83
Total (B) 78.08 0.49 - 78.57 76.89 0.85 - 77.74 0.83
Total (A+B) 101.23 4.52 9.58 96.17 94.05 3.53 7.95 89.63 6.54

Deductions/a
year the year
year
Equipments
Leasehold Improvements 0.63 - 0.63 - 0.63 - 0.63 - -
Furniture and Fixtures 0.15 - - 0.15 0.03 0.03 - 0.06 0.09
Vehicles 4.79 - 1.05 3.74 3.25 0.43 0.78 2.90 0.84
Office equipment 1.70 0.26 - 1.96 0.72 0.44 - 1.16 0.80
Computers 18.45 1.31 4.21 15.55 14.23 2.30 3.82 12.71 2.84
Total (A) 27.47 1.57 5.89 23.15 19.11 3.28 5.23 17.16 5.99
b) Intangibles
Software 101.85 2.36 26.13 78.08 85.02 10.76 18.89 76.89 1.19
Total (B) 101.85 2.36 26.13 78.08 85.02 10.76 18.89 76.89 1.19
Total (A+B) 129.32 3.93 32.02 101.23 104.13 14.04 24.12 94.05 7.18
F - 35

Deductions/a
year the year
year
Equipments
Leasehold Improvements 0.63 - - 0.63 0.62 0.01 - 0.63 -
Vehicles 6.81 - 2.02 4.79 3.66 0.97 1.38 3.25 1.54
Computers 20.77 1.07 3.39 18.45 12.75 4.40 2.92 14.23 4.22
Total (A) 32.41 1.87 6.81 27.47 18.66 6.14 5.69 19.11 8.36
b) Intangibles
Software 91.23 10.62 - 101.85 59.00 26.02 - 85.02 16.83
Total (B) 91.23 10.62 - 101.85 59.00 26.02 - 85.02 16.83
Total (A+B) 123.64 12.49 6.81 129.32 77.66 32.16 5.69 104.13 25.19
10A. Intangible Assets under Development
(i) Intangible assets under development ageing schedule
FY 2021-22; FY 2020-21
Particulars Amount for a period of Total

year 1-2 years 2-3 years years
Projects in progress - - - - -
Projects Temporarily - - - - -
- - - - -
FY 2019-20
Particulars Amount for a period of Total

Projects in progress - 2.46 1.17 5.53 9.16
Projects Temporarily
Suspended - - - - -
- 2.46 1.17 5.53 9.16
(II) For Intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original plan:
FY 2021-22; FY 2020-21; FY 2019-20
Particulars To be completed in Total

Projects in progress - - - - -
Projects Temporarily - - - - -
- - - - -
F - 36
11. Other non-financial assets
As at As at As at
Input tax credit 612.55 83.85 -
Prepaid expenses 138.42 25.80 133.78
Other Advances 5.47 12.82 -
Contribution to gratuity fund (net) (Refer note 33) 13.26 13.41 -
Total 769.70 135.88 133.78
12. Trade payables
As at As at As at
Total outstanding dues of micro enterprises and small enterprises (MSME) 0.15 - 0.90
Total outstanding dues of creditors other than micro enterprises and small enterprises 952.00 2,354.43 52.45
Total 952.15 2,354.43 53.35
12.1 Trade payables ageing schedule
More than 3
Particulars Less than 1 year 1-2 years 2-3 years years Total
(i) MSME 0.15 - - - 0.15
(ii) Others 952.00 - - - 952.00
(iii)Disputed dues-MSME - - - - -
(iv)Disputed dues-Others - - - - -
Total 952.15 - - - 952.15
More than 3
(i) MSME - - - - -
(ii) Others 2,354.43 - - - 2,354.43
Total 2,354.43 - - - 2,354.43
More than 3
(i) MSME 0.90 - - - 0.90
(ii) Others 52.45 - - - 52.45
Total 53.35 - - - 53.35
12.2 Trade Payables includes ` 0.15 million (FY 2020-21: ₹ Nil ,FY 2019-20: ₹ 0.90 million ) payable to “Suppliers” registered under the Micro, Small and
Medium Enterprises Development Act, 2006. Interest paid by the Company during the year to “Suppliers” registered under this Act is ₹ Nil million
(FY 2020-21: ₹ 0.003 million,FY 2019-20:₹ Nil ). The aforementioned is based on the responses received by the Company to its inquiries with
suppliers with regard to applicability under the said Act.
F - 37
13. Debt securities
As at As at As at
Debt ( At amortised cost)
Non-Convertible Debentures (Secured) (refer Note 1 below) 24,322.12 7,288.95 -
Commercial paper (Unsecured) - - 734.12
Total 24,322.12 7,288.95 734.12
(I) Debt securities in India 24,322.12 7,288.95 734.12

(ii) Debt securities outside India - - -
Total 24,322.12 7,288.95 734.12
Note 1:
For secured debt, the Company has provided collateral in the nature of exclusive and Pari Passu charge of Loans, receivables and investments.
13.1 Debt Securities - as at 31 March 2022
Maturities <1 years 1-3 years > 3 years Total

Rate of Interest
9.00 - 9.99% - 5,712.73 6,715.01 12,427.74
14.00-14.99% - 6,500.00 - 6,500.00
19.00 - 19.99% 210.00 402.50 2,177.50 2,790.00
Various (benchmark linked) - 1,472.20 560.00 2,032.20
Accrued Interest and EIR - - - 572.18
Total 210.00 14,087.43 9,452.51 24,322.12
Debt Securities - as at 31 March 2021

Rate of Interest
9.00 - 9.99% - 738.88 1,261.12 2,000.00
19.00 - 19.99% 210.00 420.00 2,870.00 3,500.00
Accrued Interest and EIR - - - (43.62)
Total 210.00 2,489.97 4,632.60 7,288.95

Rate of Interest
10.00 - 10.99% 734.12 - - 734.12
Total 734.12 - - 734.12
14. Borrowings (other than debt securities)
As at As at As at
Unsecured (at amortised cost)
Borrowings from related party (repayable on demand)
(Interest rate payable Nil for 31 March 2022 and 14.50 % for 31 - 1,091.16 732.51
March 2021 and 11.75 % for 31 March 2020 )
- 1,091.16 732.51
Borrowings in India - 1,091.16 732.51

Borrowings outside India - -
Total - 1,091.16 732.51
F - 38
15. Other financial liabilities (at amortised cost unless otherwise specified)
As at As at As at
Accrued salaries and benefits 851.49 1,606.90 210.93
Unclaimed dividends 8.60 8.19 9.55
Interim dividend payable 235.77 842.22 -
Risk and Reward undertaking 3,162.45 4,426.30 -
Financial guarantee obligation 248.54 324.63 356.59
Other Advances 467.51 467.51 -
Other payables 77.65 7.95 0.02
Total 5,052.01 7,683.70 577.09
16. Provisions
As at As at As at
Provision for employee benefits and related costs
Gratuity (Refer note 33) - - 2.13
Compensated absences 7.19 3.59 6.95
Total 7.19 3.59 9.08
17. Other non-financial liabilities
As at As at As at
Statutory dues* 70.92 111.87 69.28
Others 6.11 8.46 1.91
Total 77.03 120.33 71.19
* includes witholding taxes, provident fund, profession tax and other statutory dues payables.
F - 39
18. Equity share capital

As at 31 March 2022 As at 31 March 2021 As at 31 March 2020
No of shares Amount No of shares Amount No of shares Amount
Authorised :
Equity Shares of ` 1 each 1,23,00,00,000 1,230.00 1,23,00,00,000 1,230.00 1,23,00,00,000 1,230.00
Preference shares of ` 5 each 40,00,000 20.00 40,00,000 20.00 40,00,000 20.00
1,23,40,00,000 1,250.00 1,23,40,00,000 1,250.00 1,23,40,00,000 1,250.00

Issued, Subscribed and Paid up:
Equity Shares of ` 1 each 94,30,97,965 943.10 93,57,98,077 935.80 93,44,09,002 934.41
Less: Shares held by Edelweiss Employees Incentives and
Welfare Trust (Refer note 1) (73,01,510) (7.30) (73,01,510) (7.30) (73,01,510) (7.30)
Less: Shares held by Edelweiss Employees Welfare Trust (Refer
note 1) (3,75,95,270) (37.60) (3,75,95,270) (37.60) (3,75,95,270) (37.60)
89,82,01,185 898.20 89,09,01,297 890.90 88,95,12,222 889.51
A. Reconciliation of number of shares

(Before deducting treasury shares) As at 31 March 2022 As at 31 March 2021 As at 31 March 2020
No of shares Amount No of shares Amount No of shares Amount
Outstanding at the beginning of the year 93,57,98,077 935.80 93,44,09,002 934.41 93,26,69,564 932.67
Shares issued during the year:
-Under Employee Stock Options Plans (ESOPs) 72,99,888 7.30 13,89,075 1.39 17,39,438 1.74
Outstanding at the end of the year 94,30,97,965 943.10 93,57,98,077 935.80 93,44,09,002 934.41
Note :
1. Edelweiss Employees' Welfare Trust and Edelweiss Employees' Incentive and Welfare Trust are extension of Company's reformatted standalone financial information. These trusts are
holding 44,896,780 number of equity shares amounting to ₹ 44.90 million for FY 2021-22 ( FY 2020-21 ₹ 44.90 million ; FY 2019-20 ₹ 44.90 million). These are deducted from total outstanding
equity shares.
2. The above two Employee Welfare Trust(s) hold an aggregate 44,896,780 equity shares of the Company for incentive and welfare benefits for group employees as per extant applicable SEBI
regulations. Pursuant to the exercise of right available under Regulation 29 of SEBI (Share Based Employee Benefits) Regulations, 2014, the Company has applied before the expiry date of 27
October 2019 for extension of the time limit for disposing of aforesaid equity shares. The said application is under consideration and approval for extension from SEBI is awaited as at date.
B. Terms/rights attached to equity shares :
The Company has only one class of equity shares having a par value of ₹ 1 per share. Each holder of equity shares is entitled to one vote per share.
In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in
proportion to the number of equity shares held by the shareholders.
C. Details of shares held by promoters in the Company
As at 31 March 2022
No. of shares at No. of shares at
Change during the % Change during
Promoter name the beginning of the end of the %of total shares
year the year
the year year
Rashesh Chandrakant Shah 14,56,01,730 - 14,56,01,730 15.44% 0.00%
Venkatchalam A Ramaswamy 5,81,26,560 - 5,81,26,560 6.16% 0.00%
Vidya Rashesh Shah 3,10,31,200 - 3,10,31,200 3.29% 0.00%
Aparna T Chandrashekar 1,22,10,000 - 1,22,10,000 1.29% 0.00%
Kaavya Venkat Arakoni 1,17,90,000 - 1,17,90,000 1.25% 0.00%
Neel Rashesh Shah 20,00,000 - 20,00,000 0.21% 0.00%
Sneha Sripad Desai 10,25,000 - 10,25,000 0.11% 0.00%
Shilpa Urvish Mody 9,50,000 - 9,50,000 0.10% 0.00%
Arakoni Venkatachalam Ramaswamy 50,000 - 50,000 0.01% 0.00%
Mabella Trustee Services Private Limited (on behalf of M/s. 4.11%
3,87,50,000 - 3,87,50,000 0.00%
Shah Family Discretionary Trust)
Spire Investment Advisors Llp 32,00,000 - 32,00,000 0.34% 0.00%
Sejal Premal Parekh 9,50,000 - 9,50,000 0.10% 0.00%
Avanti Rashesh Shah 20,00,000 - 20,00,000 0.21% 0.00%
Total 30,76,84,490 - 30,76,84,490 32.62% 0.00%
F - 40
As at 31 March 2021
No. of shares at
Change during the No. of shares at % Change during
Promoter name the beginning of %of total shares
year the end of the year the year
the year
Rashesh Chandrakant Shah 14,53,01,730 3,00,000 14,56,01,730 15.56% 0.21%

Venkatchalam A Ramaswamy 5,80,26,560 1,00,000 5,81,26,560 6.21% 0.17%
Vidya Rashesh Shah 3,30,31,200 (20,00,000) 3,10,31,200 3.32% (6.05)%
Neel Rashesh Shah - 20,00,000 20,00,000 0.21% 0.00%
Mabella Trustee Services Private Limited (on behalf of M/s. Shah 4.14%
3,87,50,000 - 3,87,50,000 0.00%
Family Discretionary Trust)
Total 30,72,84,490 4,00,000 30,76,84,490 32.88% (5.67)%
As at 31 March 2020
No. of shares at
Change during the No. of shares at % Change during
year the end of the year the year
the year
Rashesh Chandrakant Shah 14,53,01,730 - 14,53,01,730 15.53% 0.00%
Venkatchalam A Ramaswamy 5,80,26,560 - 5,80,26,560 6.20% 0.00%
Vidya Rashesh Shah 3,30,31,200 - 3,30,31,200 3.53% 0.00%
Neel Rashesh Shah - - - 0.00% 0.00%
Mabella Trustee Services Private Limited (on behalf of M/s. 4.14%
3,87,50,000 - 3,87,50,000 0.00%
Total 30,72,84,490 - 30,72,84,490 32.84% 0.00%
D. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

No of shares % holding No of shares % holding No of shares % holding
Rashesh Shah 14,56,01,730 15.44% 14,56,01,730 15.56% 14,53,01,730 15.55%

Venkatchalam Ramaswamy 5,81,26,560 6.16% 5,81,26,560 6.21% 5,80,26,560 6.21%
Bih Sa 4,82,57,748 5.12% 4,82,57,748 5.16% 4,70,07,748 5.03%
25,19,86,038 26.72% 25,19,86,038 26.93% 25,03,36,038 26.79%
(FY 2019-20)
The Shareholding of Mr. Rashesh Chandrakant Shah and Mr. Venkatchalam A Ramaswamy in the Promoter and Promoter Group category as at March 31 2020, does not include 3,00,000
equity shares and 1,00,000 equity shares purchased by them respectively on March 31, 2020, as the shares were credited to the respective demat accounts post March 31, 2020, as per the
settlement cycle.
F - 41
19. Other equity
As at As at As at
Share application money pending allotment - 1.70 0.19
Capital redemption reserve 2.03 2.03 2.03
Securities premium account 30,670.40 30,246.81 30,175.07
ESOP and SAR outstanding 761.58 1,128.28 818.18
General reserve 508.64 508.64 508.64
Retained earnings 17,161.31 8,481.52 2,152.08
Total 49,103.96 40,368.98 33,656.19
19.1 Capital redemption reserve

The Company has recognised capital redemption reserve on buy back of equity share capital.
19.2 Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance
of bonus shares / allotment of ESOP / SAR in accordance with the provisions of the Companies Act, 2013.
19.3 General reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in
accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10%
of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year.
Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general
reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific
requirements of Companies Act, 2013.
19.4 Stock Option and Shares appreciation rights outstanding

ESOP and SAR option outstanding represents the amount transferred to reserves pursuant to the "ESOP 2011" and "SAR 2019" schemes.
19.5 Retained earnings

Retained earnings comprises of the Company's undistributed earnings after taxes.
F - 42
20. Interest income
On financial assets measured at Amortised cost
Interest on loans 2,898.03 833.17 116.93
Interest on deposits with Banks 5.04 - 2.39
Other interest income 15.05 1.79 1.84
Total 2,918.12 834.96 121.16
21. Fee and commission income
Advisory and other fees 889.65 991.19 959.81
Total 889.65 991.19 959.81
Below is the disaggregation of the revenue from contracts with customers and its reconciliation to amounts reported in reformatted standalone
statement of profit and loss:
Service transferred at a point in time 889.65 991.19 959.81
Service transferred over time - - -
Total revenue from contract with customers 889.65 991.19 959.81
Geographical Markets 2021-22 2020-21 2019-2020

India 832.90 967.40 954.76
Outside India 56.75 23.79 5.05
Total revenue from contract with customers 889.65 991.19 959.81
Note
The Company satisfies its performance obligations on completion of service with regards to investment banking, advisory and other fees. The payments on
these contracts is due on completion of service, the contracts do not contain a significant financing component and the consideration is not variable.
Further, at the end of the year, there are no unsatisfied performance obligations with respect to existing contracts.
22. Other operating revenue
Fee and commission income ( Refer Note 36) - 244.60 437.57
Total - 244.60 437.57
23. Other income
Foreign exchange gain 17.02 - 131.12
Miscellaneous income 27.47 67.82 92.13
Profit on sale of subsidiaries (net) (Refer Note 67) 5,315.75 13,714.85 18.89
Total 5,360.24 13,782.67 242.14
24. Finance cost
(at amortised cost unless otherwise stated)
Interest on deposits 8.74 2.76 -
Interest on borrowings (other than debt securities) 24.28 1.76 315.99
Interest on debt securities 2,099.68 968.20 0.20
Other finance charges 9.80 0.62 6.92
Total 2,142.50 973.34 323.11
25. Net gain /(loss) on fair value changes
Net gain /(loss) on financial instruments at fair value through profit or loss
On Investments
Fair Value gain / (loss) (unrealised) (Refer Note 64) 3,249.57 3.45 (3.03)
Others
Investments mandatorily at fair value through profit or loss
Profit on sale of investments (realised) - - 137.69
Fair value gain/ (loss) on risk and reward ( Refer note 62) 921.14 (4,426.30) -
Total Net gain/(loss) on fair value changes 4,170.71 (4,422.85) 134.66
F - 43
26. Impairment on financial instruments
On loans 1.60 2.21 -
On investments - 6.15 -
On trade receivables (56.52) 78.52 18.73
Others (Refer note 65) - 1,400.10 -
Total (54.92) 1,486.98 18.73
27. Employee benefits expense
Salaries and wages (Refer Note 66) 378.11 1,803.52 653.66
Contribution to provident and other funds 20.14 19.88 20.86
Expense on employee stock option scheme/stock appreciation rights (Refer Note 40) 22.97 84.68 99.65
Staff welfare expenses 5.10 4.10 23.50
Total 426.32 1,912.18 797.67
28. Other expenses
Advertisement and business promotion 7.51 6.11 42.54
Auditors' remuneration (Refer note 28(a)) 32.68 18.09 8.97
Commission and brokerage 46.05 39.92 28.28
Communication 2.29 5.42 6.53
Computer software and other expenses 67.30 24.76 46.48
Commission to non-executive directors 14.00 16.00 3.50
Electricity charges 1.34 - -
Contribution towards corporate social responsibility (Refer Note 28.b) 75.04 22.70 28.70
Donation - - 0.30
Directors' sitting fees 1.88 1.84 1.82
Insurance 5.46 20.79 36.76
Legal and professional fees 102.04 409.60 168.03
Management fees (Refer Note 63) 2,166.33 489.25 -
Foreign exchange loss (net) - 75.63 -
Membership and subscription 30.20 18.49 15.41
Goods and Service tax expenses 15.61 6.47 14.70
Office expenses 2.29 230.14 61.71
Clearing & Custodian charges 6.77 2.72 4.85
Printing and stationery 4.03 1.73 5.68
Rates and taxes 7.66 7.14 2.39
Rent ( Refer Note 28.c) 55.76 61.36 83.32
Repairs and maintenance - others 0.04 0.60 0.51
Seminar and conference expenses 0.47 0.12 0.65
Travelling and conveyance 12.36 3.71 54.00
Postage and courier 0.68 0.13 2.62
Loss on sale/ write-off of PPE (net) (0.97) 7.06 -
Miscellaneous expenses 3.05 0.37 5.17
Total 2,659.87 1,470.15 622.92
28. (a) Auditors' remuneration
As Auditors
Statutory Audit of the Company 5.90 4.40 4.40
Limited Review 3.74 3.60 3.60
Certification 11.38 0.36 0.51
Fees for debenture issuances 11.50 9.60 -
Towards reimbursement of expenses 0.16 0.13 0.46
Total 32.68 18.09 8.97
28. (b) Details of CSR Expenditure
As per the provisions of Section 135 of Companies Act 2013,
Gross Amount required to be spent by the Company 75.04 22.70 28.01
Amount Spent (Paid in Cash)
(i) Construction/ Acquisition of any assets - - -
(ii) on purpose other than (i) above 75.04 22.70 28.70
Amount Spent (Yet to be paid in Cash)
(i) Construction/ Acquisition of any assets - - -
(ii) on purpose other than (i) above - - -
Total 75.04 22.70 28.70
28. (c) Leases
Rental expenses for the year ended March 31, 2022 aggregated to ` 55.76 million (FY 2020-21: ₹ 61.36 million, FY 2019-20: ₹ 83.32 million) which has been
included under the head other expenses – Rent in the Reformatted Standalone Statement of profit and loss. The Company does not have any non-cancellable
operating lease.
F - 44
29. Income tax
The components of income tax expense recognised in profit or loss for the years ended 31 March 2022, 31 March 2021 and 31 March 2020 are:
Current tax - - 45.59
Adjustment in respect of current income tax of prior years (5.08) (135.98) (43.69)
Deferred tax relating to origination and reversal of temporary differences (781.06) (86.95) (32.22)
Deferred tax relating to unused tax losses and unused tax credits (including write-downs) (net) - - -
Total tax expense (786.14) (222.93) (30.32)
Total current tax (5.08) (135.98) 1.90
Total deferred tax (781.06) (86.95) -32.22
29.1. Reconciliation of the total tax expense
The tax expense shown in the reformatted standalone statement of profit and loss differs from the tax expense that would apply if all profits had been charged at
India corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India's domestic tax rate for the years ended 31 March
2022, 31 March 2021 and 31 March 2020 is, as follows:
Tax rate 25.17% 25.17% 34.94%
Income tax expense calculated based on above tax rate 2,151.39 1,746.59 277.94
Adjustment in respect of income tax of prior years (5.08) (135.98) (43.69)
Income not charged to tax or chargeable to lower tax rate (1,412.14) (3,795.68) (271.98)
DTA not created on
Current year taxable loss - 1,555.12 -
Expenditure of current year (72.70) 450.05 0.00
DTA created on expenses of earlier year (1,466.50) (151.83) -
Tax impact due to revaluation of deferred tax due to change in Income tax rate* - 81.40 -
Non Deductible Expenses 18.89 27.40 7.41
Tax expense recognised in profit or loss (786.14) (222.93) (30.32)
* The government of India, on September 20, 2019 vide the Taxation Laws ( Amendment Ordinance) 2019 the Ordinance), inserted a new Section 115BAA in the
Income Tax Act, 1961, which provides an option to the Company for paying Income tax at reduced rates. Accordingly, the Company has remeasured its deferred tax
assets (net) basis the rate prescribed in the aforesaid section resulting in additional charge of ₹ Nil million in FY 2021-22 (FY 2020-21: ₹ 81.40 million).
F - 45
30. Components of deferred tax
The following table shows deferred tax recorded in the standalone statement of assets and liabilities and changes recorded in the income tax expense:
Opening deferred tax Recognised in profit or Recognised in other Recognised Closing deferred tax
For the year ended 31 March 2022 Others Total Movement
asset/(liability) loss comprehensive income directly in equity asset/(liability)
Deferred tax Assets

Trade receivables- expected credit losses 29.50 (14.48) - - - (14.48) 15.02
Unused tax losses / credits 336.54 0.00 - - - - 336.54
Employee benefits obligations 0.90 0.91 - - - 0.91 1.81
Fair valuation of Investments - loss in
valuation 0.68 0.00 - - - - 0.68
Fair valuation of Derivatives - - - - - -
Property, Plant and Equipment and
Intangible assets 12.00 (2.91) - - - (2.91) 9.09
Provision on risk and reward undertaking - 796.00 - - - 796.00 796.00
Deferred tax Liabilities

Unrealised gain on Derivatives (1.54) 1.54 - - - 1.54 -
Total 378.08 781.06 - - - 781.06 1,159.14
Deferred tax Assets
Trade receivables- expected credit losses 13.41 16.09 - - - 16.09 29.50
Unused tax losses / credits 256.40 80.14 - - - 80.14 336.54
Employee benefits obligations 3.20 (2.30) - - - (2.30) 0.90
valuation 1.06 (0.38) - - - (0.38) 0.68
Fair valuation of Derivatives 0.66 (0.66) - - - (0.66) -
Intangible assets 16.40 (4.40) - - - (4.40) 12.00

Unrealised gain on Derivatives - (1.54) - - - (1.54) (1.54)
Total 291.13 86.95 - - - 86.95 378.08
F - 46
Deferred tax Assets
Trade receivables- expected credit losses 40.10 (26.69) - - - (26.69) 13.41

Unused tax losses / credits 219.54 36.86 - - - 36.86 256.40
Employee benefits obligations 3.60 (0.66) 0.26 - - (0.40) 3.20
valuation - 1.06 - - - 1.06 1.06
Fair valuation of Derivatives - - -
Intangible assets 13.66 2.74 - - - 2.74 16.40

Unrealised gain on Derivatives 17.27 (16.61) - - - (16.61) 0.66
valuation (35.52) 35.52 - - - 35.52 -
Total 258.65 32.22 0.26 - - 32.48 291.13
F - 47
30.1. Deductible temporary differences, unused tax losses and unused tax credits on which deferred tax asset is not recognised in standalone statement of assets and liabilities
As at 31-Mar-2022
Deductible temporary differences Unused tax losses Unused tax credits
Financial Year to Unabsorbed depreciation Unabsorbed long term capital losses Unabsorbed business losses Total Mat Credit
which the loss Expiry year- financial
Amount
related to year
Expiry year- Expiry year- financial Expiry year- financial Expiry year- financial
Amount Amount Amount Amount Amount
financial year year year year
FY 2021-22 200.00 Not Applicable - - - -
FY 2020-21 3,267.39 FY 2028-29
Total 200.00 - 3,267.39 - - -
As at 31-Mar-2021
Financial Year to
Unabsorbed depreciation Unabsorbed long term capital losses Unabsorbed business losses Total Mat Credit
Amount Expiry year- Expiry year- financial Expiry year- financial Expiry year- financial
related to year Amount Amount Amount Amount Amount
FY 2020-21 - - No expiry 3,267.39 FY 2028-29 6,776.62 FY 2028-29 10,044.01 -
Total - - 3,267.39 6,776.62 10,044.01 -
As at 31-Mar-2020
Financial Year to
Amount Expiry year- Expiry year- financial Expiry year- financial Expiry year- financial
related to year Amount Amount Amount Amount Amount
FY 2019-20 - - - - - -
Total
F - 48
31. Earnings per share (EPS)
In accordance with Indian Accounting Standard 33 – "Earnings Per Share" prescribed by Companies (Accounts) Rules, 2015, the computation of
earnings per share is set out below:

Calculation of weighted average number of equity shares of `1 each
Number of shares outstanding at the beginning of the year 89,09,01,297 88,95,12,222 88,77,72,784
Number of shares issued during the year 72,99,888 13,89,075 17,39,438
Total number of equity shares outstanding at the end of the year 89,82,01,185 89,09,01,297 88,95,12,222
Weighted average number of shares outstanding at the end of the year

89,39,81,653 88,99,51,721 88,87,13,129
(based on the date of issue of shares)
Number of dilutive potential equity shares 7,92,995 37,99,836 55,75,693
Earnings per share (EPS) (Face value ` 1 each)
Basic earnings share (in `) 10.44 8.05 0.93
Diluted earning per share (in `) 10.43 8.01 0.92
F - 49
32. Segment information
Primary Segment (Business Segment)

The Company’s business is organised and management reviews the performance based on the business segments as mentioned below:
Segment Activities Covered

Agency Advisory and transactional services
Development, managerial and financial support to the businesses of Edelweiss
Holding company activities
group entities
Income for each segment has been specifically identified. Expenditure, assets and liabilities are either specifically identified with individual segments
or have been allocated to segments on a systematic basis.
The operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are
evaluated regularly by the Chief Operating Decision Maker.
Based on such allocations, segment disclosures relating to revenue, results, assets and liabilities have been prepared.
Secondary Segment
Since the business operations of the Company are primarily concentrated in India, the Company is considered to operate only in the domestic segment
and therefore there is no reportable geographic segment.
The following table gives information as required under the Indian Accounting Standard -108 on “Operating Segment”:
Segment information Particulars For the year Ended

1 Segment revenue
Agency business 750.22 664.08 808.18
Holding company activities 12,947.47 16,486.83 1,773.51
Unallocated 27.04 67.82 8.37
Total income 13,724.73 17,218.73 2,590.06
2 Segment results (Profit before tax)
Agency business 212.68 (142.71) (33.78)
Holding company activities 8,307.72 7,014.08 820.88
Unallocated 27.04 67.82 8.37
Total profit before tax 8,547.44 6,939.19 795.47
Less: Provision for taxation (786.14) (222.93) (30.32)
Profit after taxation 9,333.58 7,162.12 825.79
As at
3 Segment assets
Agency business 156.43 41.86 133.07
Unallocated 2,110.21 1,066.14 919.24
Total assets 80,420.60 59,809.30 36,792.88
4 Segment liabilities
Agency business 162.80 397.09 283.21
Unallocated 7.94 15.45 148.67
Total liabilities 30,418.44 18,549.42 2,247.18
For the year Ended

5 Capital Expenditure
Holding company activities 2.29 3.31 9.71
Unallocated - - -
Total liabilities 4.52 3.93 12.49
6 Depreciation and Amortisation

Holding company activities 1.79 11.81 23.62
Unallocated - - -
Total liabilities 3.53 14.04 32.16
7 Significant Non-Cash Expenses / (Income) other

than Depreciation and Amortisation
Agency business (56.52) 78.03 39.69
Holding company activities (4,170.08) 5,793.35 81.72
Unallocated - - -
Total liabilities (4,226.60) 5,871.38 121.41
F - 50
Notes to the reformatted standalone financial information (Continued) Annexure V
33. Retirement benefit plan
A) Defined contribution plan (Provident fund and National Pension Scheme):
In accordance with Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, employees of the Company are entitled to receive benefits
under the provident fund, a defined contribution plan, in which, both the employee and the Company contribute monthly at a determined rate.
These contributions are made to a recognized provident fund administered by Regional Provident Fund Commissioner. The employees contribute
12% of their basic salary and the Company contributes an equal amount.
The Company recognised ` 16.75 million for FY 2021-22 (FY 2020-21: ₹16.30 million, FY 2019-20: ₹ 20.92 million) for provident fund and other
contributions in the refromatted standalone statement of profit and loss.
B) Defined benefit plan (Gratuity):
In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, a defined benefit plan covering all employees. The plan
provides a lump sum payment to vested employees at retirement or termination of employment in accordance with the rules laid down in the
Payment of Gratuity Act, 1972. The gratuity benefit is partially provided through funded plan and annual expense is charged to the reformatted
standalone statement of profit and loss on the basis of actuarial valuation.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at 31
March 2022.The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using
the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in
the Company’s reformatted standalone financial information as at:
Reformatted Standalone Statement of profit and loss
Expenses recognised in the Reformatted Statement of Profit and Loss:

Current service cost 3.96 3.78 4.71
Interest on defined benefit obligation (0.56) (0.20) 0.25
Effect of Curtailment - - (5.03)
Total included in 'Employee benefits expense' 3.40 3.58 (0.07)
Movement in Other Comprehensive Income:

Balance at start of year (Loss)/ Gain 8.81 (0.73) 1.26
Re-measurements on define benefit obligation (DBO)
a. Actuarial (Loss)/ Gain from changes in financial assumptions (0.50) (1.58) (2.24)
b. Actuarial (Loss)/ Gain from experience over the past year 1.10 2.95 3.08
c. Actuarial Loss/(Gain) from changes in demographic assumptions (2.12) 1.55
Return on plan assets excluding amount included in net interest on the net
defined benefit liability/ (asset) 1.42 6.62 (2.83)
Balance at end of year (Loss)/ Gain 8.71 8.81 (0.73)
Standalone Statement of Assets and Liabilities

Reconciliation of defined benefit obligation (DBO) :
Present value of DBO at the beginning of the year 36.41 42.93 48.30
Acquisition/ (Divestiture)
Interest cost 1.92 2.20 3.33
Benefits paid (5.34) (4.00) (6.84)
Past service cost
Actuarial (gain)/loss 1.52 (2.92) (0.84)
Transfer in / (Out) 1.99 (5.58) (0.70)
Effect of Curtailment (5.03)
Present value of DBO at the end of the year 40.46 36.41 42.93
Reconciliation of fair value of plan assets:

Fair value of plan assets at the beginning of the year 49.82 40.80 47.37
Contributions by Employer 5.34 4.00 0.03
Benefits paid (5.34) (4.00) (6.84)
Interest income 2.48 2.40 3.07
Acquisition/ (Divestiture)/Curtailment - -
Return on plan asset excluding amount included in net interest on the net
1.42 6.62
defined benefit liability/ (asset) (2.83)
Fair value of plan assets at the end of the year 53.72 49.82 40.80
Actual Return on Plan Assets 39.00 90.22 0.23
F - 51
Notes to the reformatted standalone financial information (Continued) Annexure V
33. Retirement benefit plan (Continued)
B) Defined benefit plan (Gratuity) (Continued):
Net asset / (liability) recognised in the standalone statement of assets and liabilities:
Present value of DBO 40.46 36.41 42.93
Net Liability / (Assets) (13.26) (13.41) 2.13
Less: Effect of limiting net assets to asset
ceiling - - -
Liability / (Assets) recognised in the standalone statement of assets and
liabilities - -
Experience adjustments:
31 March 2022 31 March 2021 31 March 2020 31 March 2019 31 March 2018
On plan liabilities: loss / (gain) 2.12 (2.95) (3.08) (1.84) (4.57)
On plan assets: gain / (loss)
Estimated contribution for next year - - 2.00 1.00 -
Percentage Break-down of Total Plan Assets

Investment in Unit linked funds with insurance company 99.9% 99.9% 100.0%
Cash and cash equivalents 0.1% 0.1% 0.0%
Total 100.0% 100.0% 100.0%
Principal actuarial assumptions at the standalone statement of assets and liabilities date:
Discount rate 5.9% 5.0% 5.9%
Salary escalation 7.0% 7.0% 7.0%
Employees attrition rate 16.0% 25.0% 13%-25%
IALM 2012-14 IALM 2012-14 IALM 2012-14
Mortality Rate (Ultimate) (Ultimate) (Ultimate)
Interest Rate on Net DBO / (Asset) (%) 5% 5.9% 7.3%
Expected weighted average remaining working life (years) 4 years 2 years 3 years
Sensitivity Analysis
DOB increases / (decreases) by 31 March 2022 31 March 2021 31-Mar-20

1 % Increase in Salary Growth Rate 1.20 0.76 1.56
1 % Decrease in Salary Growth Rate (1.20) (0.72) (1.42)
1 % Increase in Discount Rate (1.20) (0.73) (1.43)
1 % Decrease in Discount Rate 1.23 0.78 1.59
1 % Increase in Withdrawal Rate (0.06) (0.05) (0.09)
1 % Decrease in Withdrawal Rate 0.06 0.06 0.09
Mortality (Increase in expected lifetime by 1 year) 1.00 1.00 2.00
Mortality (Increase in expected lifetime by 3 year) 4.00 3.00 5.00
Note: The sensitivity is performed on the DBO at the respective valuation date by modifying one parameter whilst retaining other parameters
constant there are no changes from the previous year to the methods and assumptions underlying the sensitivity analyses.
C) Compensated absences :
The Company provides for accumulated compensated absences as at the standalone statement of assets and liabilities date using projected unit
credit method based on actuarial valuation.
D) Other Disclosures
Description of Asset Liability Matching (ALM) Policy
The Company has an insurance plans invested in market linked bonds. The investment returns of the market-linked plan are sensitive to the
changes in interest rates. The liabilities’ duration is not matched with the assets’ duration.
Description of funding arrangements and funding policy that affect future contributions
The liabilities of the fund are funded by assets. The Company aims to maintain a close to full-funding position at each standalone statement of
assets and liabilities date. Future expected contributions are disclosed based on this principle.
Maturity profile
The average expected remaining lifetime of the plan members is 4 years for the year ended 31 March 2022 (31 March 2021: 2 years, 31 March
2020: 5 years) as at the date of valuation. This represents the weighted average of the expected remaining lifetime of all plan participants.
F - 52
34. Changes in liabilities arising from financing activities
Changes in fair Exchange

Particulars 01 April 2021 Cash flows values difference Others** 31 March 2022
Borrowings* 8,380.01 14,950.13 - - 991.98 24,322.12
Total liabilities from financing activities 8,380.01 14,950.13 - - 991.98 24,322.12

Borrowings* 1,466.63 6,855.26 - - 58.12 8,380.01

Borrowings* 3,660.63 2,517.11 - - 323.11 6,500.85
* Comprises of Debt securities and other borrowings.

** Refers to interest accrued during the year.
35. Contingent liabilities and commitments:
35.1 Contingent liabilities and commitments
a) Claims against the Company not acknowledged as debt:
- Income Tax matters in respect of which appeal is pending ₹ 7.80 million for FY 2021-22 (FY 2020-21: ₹ 11.30 million, FY 2019-20: ₹ 11.30 million).
-Service Tax matters in respect of which appeal is pending ₹ 534.36 million for FY 2021-22 (FY 2020-21: ₹ 534.36 million, FY 2019-20: ₹ 534.36 million).
b) Other claim not acknowledged as debt:

The Company’s pending litigations mainly comprise of claims against the Company pertaining to proceedings pending with Income tax, service tax and other authorities.
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent
liabilities where applicable, in the reformatted standalone financial information. The Company believes that the outcome of these proceedings will not have a materially
adverse effect on the Company’s financial position and results of operations.
The Company has received demand notices from tax authorities on account of disallowance of expenditure for earning exempt income under Section 14A of Income Tax
Act 1961 read with Rule 8D of the Income Tax Rules, 1962. The company has filed appeal/s and is defending its position. Based on the favorable outcome in Appellate
proceedings in the past and as advised by the tax advisors, company is reasonably certain about sustaining its position in the pending cases, hence the possibility of
outflow of resources embodying economic benefits on this ground is remote.
c) Corporate/other guarantee not acknowledged as debt:
Corporate/other guarantee given by the Company on behalf of its subsidiaries and associate companies and to third party which is outstanding as at 31 March 2022, 31
March 2021 and 31 March 2020 is given below:
As at As at As at
Guarantee to trustees and others for non convertible debentures and other borrowings 23,527.47 26,707.50 34,124.10
Guarantee to Banks for loan taken by subsidiaries and associates 11,353.20 11,465.18 21,330.00
Guarantee given for loan sold by subsidiary Company to Asset Reconstruction Company - - 35,570.00
Total 34,880.67 38,172.68 91,024.10
35.2 Capital commitment

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) ₹ Nil for FY 2021-22 (FY 2020-21: ₹ Nil million, FY
2019-20: ₹ 0.92 million).
36 Cost Sharing
Edelweiss Financial Services Limited provide necessary business and management oversights to its various subsidiaries inter-alia in the form of business and strategy
planning, stake holder relation, marketing & publication, technology support, HR Policies including leadership & development of employees, governance and regulatory
policies, policy advocacy, legal & litigation handling framework etc. (here in after collectively referred to as “Business and Management oversight”). The subsidiaries of
Edelweiss group thus get benefitted from the oversight of expenses incurred by group companies. It is therefore imperative that expenses if incurred on providing such
oversight, to be shared by its subsidiaries.
The group companies provide business and support services to each other basis of the signed agreed terms. The services provided are with the intent to create
synergies at group level for e.g. sharing of empty spaces with the group companies, having common HR and admin teams, using one’s available resource for the benefit
of the group.
In consideration of the business and management oversight by Edelweiss group, the beneficiaries shall share and pay towards the costs, as agreed. It is expressly agreed
between the parties that sharing of these cost shall be on the total cost over the financial year (April to March) adequate to compensate the function performed , assets
employed and risks assumed by group companies and will be determined by the beneficiaries and edelweiss group companies. The amount payable by the beneficiaries
is reviewed intermittently and any amendment to the same is mutually agreed upon in writing by the parties. For the purpose of total cost means all operating expense
including but not limited to, normal recurring cost such as office rent, communication charges, salaries, employee benefits, cost of approved third-party vendor,
deprecation on assets used and amortization.
F - 53
37 Disclosure as required by Indian Accounting Standard 24 – “Related Party Disclosure”
(FY 2021-22)
(A) Subsidiaries which are controlled by the Company:
1 Edel Finance Company Limited (Edel finance)
2 Edelweiss Rural & Corporate Services Limited (ERCSL) (through Edel Finance)
3 Edelweiss Housing Finance Limited ( through ERCSL)
4 Allium Finance Private Limited (through ERCSL)
5 Edelweiss Investment Adviser Limited (through ERCSL)
6 Comtrade Commodities Services Limited (Formerly known as Edelweiss Comtrade Limited) (through ERCSL)
7 Edel Land Limited (ELL)
8 Edelcap Securities Limited (through ELL)
9 Edelweiss Retail Finance Limited (through Edelcap Securities Limited)
10 Edel Investments Limited ( through Ecap Securities and Investments Limited)
11 Edelweiss Capital (Singapore) Pte. Limited ( through Edel Investments Limited) ( upto 23 December 2020)
12 EC International Limited, Mauritius
13 EAAA LLC, Mauritius (through EC International Limited)
14 EW Special Opportunities Advisors LLC, Mauritius (through EC International Limited)
15 Edelweiss Securities and Investments Private Limited (ESIPL)
16 Edelweiss Alternative Asset Advisors Limited ( through ESIPL)
17 Edelweiss Real Assets Managers Limited ( through ESIPL)
18 Sekura India Management Limited ( through ESIPL)
19 ECL Finance Limited
20 Edelweiss Global Wealth Management Limited
21 Edelweiss Alternative Asset Advisors Pte. Limited
22 EdelGive Foundation
23 Edelweiss Gallagher Insurance Brokers Limited (upto 17 October 2021)
24 Edelweiss Asset Management Limited
25 Edelweiss Trusteeship Company Limited
26 Edelweiss Asset Reconstruction Company Limited
27 Edelweiss Tokio Life Insurance Company Limited
28 Edelweiss Capital Services Limited
29 ECap Securities and Investments Limited ( Formerly known as Ecap Equities Limited)
30 Edelweiss General Insurance Company Limited
31 EC Commodity Limited (through Edelweiss Rural & Corporate Services Limited)
32 Aster Commodities DMCC, United Arab Emirates (through EC International Limited, Mauritius)
33 Lichen Metals Private Limited (up to 30 March 2021)
34 Edelweiss Resolution Advisors LLP (through Edelweiss Rural and Corporate Services Limited)
35 Edelweiss Multi Strategy Fund Adivsors LLP (through Edelweiss Rural and Corporate Services Limited)
36 Edelweiss Private Equity Tech Fund (through ELL)
37 Edelweiss Value and Growth Fund (through ELL)
F - 54
37. Disclosure as required by Indian Accounting Standard 24 - "Related Party Disclosure" (Continued)
(A) Subsidiaries which are controlled by the Company: (Continued)
38 Edelweiss Employees Welfare Trust
39 Everest Securities & Finance Limited (merged with ELL w.e.f September 01, 2020 )
40 India Credit Investment Fund – II ( through ERCSL and ELL) (w.e.f. March 31, 2021)
41 Edelweiss Employees Incentive and Welfare Trust
42 Edelweiss Securities Limited (ESL) (upto 26 March 2021)
43 Edelweiss Finance & Investments Limited (through ESL) (upto 26 March 2021)
44 Edelweiss Broking Limited (through ESL) (upto 26 March 2021)
45 Edelweiss Custodial Services Limited (through ESL) (upto 26 March 2021)
46 Edelweiss Investment Advisors Private Limited (through ESL) (upto 26 March 2021)
47 Edelweiss Financial Services Inc (through ESL) (upto 26 March 2021)
48 Edelweiss Financial Services (UK) Limited (through ESL) (upto 26 March 2021)
49 Edelweiss Securities (IFSC) Limited (through ESL) (upto 26 March 2021)
50 ESL Securities Limited (through ESL) (upto 26 March 2021)
51 Edelweiss Securities (Hong Kong) Private Limited (through ESL) (upto 26 March 2021)
(B) Enterprises over which control is exercised by the Company:

Trust name :
1 ESAF - I Trust 34 EARC Trust SC 342 67 EARC Trust SC 397
2 EARC SAF - 2 Trust 35 EARC Trust SC 344 68 EARC Trust SC 399
3 EARC SAF - 3 Trust 36 EARC Trust SC 347 69 EARC Trust SC 401
4 EARC Trust SC 6 37 EARC Trust SC 348 70 EARC Trust SC 402
F - 55
37 Disclosure as required by Indian Accounting Standard 24 – “Related Party Disclosure” (Continued):
(C) Individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them control or significant
influence over the Company:
Mr. Rashesh Shah
Mr. Venkatchalam Ramaswamy
Ms. Vidya Shah
Ms. Aparna T. C.
(D) Key managerial personnel (KMP):

Mr. Rashesh Shah - Chairman
Mr. Venkatchalam Ramaswamy - Vice Chairman and Executive Director
Mr. Himanshu Kaji - Executive Director
Mr. Rujan Panjwani - Executive Director
Mr. S Ranganathan - Chief Financial Officer (up to October 31, 2020)
Mr. Sarju Simaria - Chief Financial Officer (w.e.f. November 01, 2020 upto 28 Feb 2022)
Ms. Ananya Suneja – Chief Financial Officer (from 01 March 2022)
Mr. Tarun Khurana - Company Secretary (from 23 April 2021)
Mr. B Renganathan - Company Secretary (upto 23 April 2021)
(E) Relatives of KMP / Promoter Individuals with whom transactions have taken place
Ms. Kaavya Venkat

Ms. Shilpa Mody
Ms. Sejal Premal Parekh
Mr. A V Ramaswamy
Ms. Sneha Sripad Desai
Ms. Shabnam Panjwani
(F) Independent Directors

Mr. Berjis Desai (upto 6 November 2021)
Mr. Biswamohan Mahapatra
Mr. Kunnasagaran Chinniah
Mr. Navtej S. Nandra
Mr. P. N. Venkatachalam
Mr. Ashok Kini
Dr. Ashima Goyal
(G) Other Director

Ms. Anita M George (upto 13 July 2020)
(H) Associates with whom transactions have taken place

Edelweiss Securities Limited (ESL) (from 27 March 2021)
(I) Subsidiaries of Edelweiss Securities Limited
Edelweiss Finance & Investments Limited
Edelweiss Broking Limited
Edelweiss Custodial Services Limited
Edelweiss Investment Advisors Private Limited
Edelweiss Financial Services Inc
Edelweiss Financial Services (UK) Limited
Edelweiss Securities (IFSC) Limited
ESL Securities Limited (through ESL)
Edelweiss Securities (Hong Kong) Private Limited
F - 56
(FY 2020-21)
(A) Subsidiaries which are controlled by the Company:
1 Edelweiss Securities Limited (upto March 26, 2021)
2 Edelweiss Finance & Investments Limited (upto March 26, 2021)
5 Edelweiss Gallagher Insurance Brokers Limited
6 Edelweiss Trustee Services Limited (Merged with ECap Equities Limited) (w.e.f November 30, 2019)
7 Edelcap Securities Limited (through ECap Equities Limited)
9 ECap Equities Limited
10 Edelweiss Broking Limited (upto March 26, 2021)
12 Edelweiss Alternative Asset Advisors Limited
13 Edelweiss Housing Finance Limited
14 Edelweiss Investment Adviser Limited (through Edelweiss Rural & Corporate Services Limited)
16 Edel Land Limited
17 Edelweiss Custodial Services Limited (through Edelweiss Securities Limited) (upto March 26, 2021)
18 Edelweiss Investment Advisors Private Limited (up to March 26, 2021)
20 Edelweiss Capital (Singapore) Pte. Limited
21 Edelweiss Alternative Asset Advisors Pte. Limited (through Edelweiss Capital (Singapore) Pte. Limited)
22 Edelweiss International (Singapore) Pte. Limited (through Edelweiss Capital (Singapore) Pte. Limited)
25 EW Special Opportunities Advisors LLC, Mauritius (through EAAA LLC)
26 Edel Investments Limited
28 Edelweiss Rural & Corporate Services Limited (through Edel Finance Company Limited)
29 Edelweiss Comtrade Limited (through Edelweiss Rural & Corporate Services Limited)
30 Edel Finance Company Limited
32 Edelweiss Securities (Hong Kong) Private Limited (through Edelweiss Securities Limited- up to March 26, 2021)
33 Edelweiss Financial Services Inc (up to March 26, 2021)
34 Edelweiss Finvest Limited (Merged with Edel Finance Company Limited w.e.f. February 22, 2021)
35 Lichen Metals Private Limited (up to March 30, 2021)
36 Edelweiss Capital Services Limited (Incorporated as on February 12, 2021)
39 Edelweiss Multi Strategy Fund Adivsors LLP (through Edelweiss Rural and Corporate Services Limited)
40 EFSL International Limited, Mauritius (through EC International Limited)
41 Edelweiss Financial Services (UK) Limited, (through Edelweiss Securities Limited) (upto March 26, 2021)
43 Edelweiss Asset Reconstruction Company Limited (through Edelweiss Custodial Services Limited)
44 Edelweiss Private Equity Tech Fund (through Ecap Equities Limited)
45 Edelweiss Securities (IFSC) Limited (upto March 26, 2021)
46 Edelweiss Value and Growth Fund (through Ecap Equities Limited)
47 Allium Finance Private Limited (through Edelweiss Rural and Corporate Services Limited)
48 Edelweiss Securities and Investments Private Limited (through Edelweiss Securities Limited)
F - 57
Subsidiaries which are controlled by the Company: (Continued)

49 ESL Securities Limited (through Edelweiss Securities Limited) (upto March 26, 2021)
51 EC Global Limited (merged with EC international Limited w.e.f Septemeber 01, 2020)
52 Everest Securities & Finance Limited (w.e.f September 01, 2020 upto March 26, 2021)
53 India Credit Investment Fund – II ( through ERCSL and Ecap Equities Limited) (w.e.f. March 31, 2021)
54 EW India Special Assets Advisors LLC, Mauritius (through EAAA LLC) (upto June 30, 2019)
55 Edelweiss Holdings Limited (Merged with ECap Equities Limited w.e.f November 30, 2019)
56 Edelweiss AIF Fund I - EW Clover Scheme -1 (through Edelcap Securities Limited) ( closed w.e.f. February 29,2020)
57 Retra Ventures Private Limited (through Ecap Equities Limited) (ceased to become subsidiary w.e.f. March 19, 2020)
58 Edelweiss Securities Trading and Management Private Limited (Merged with Edelweiss Securities and Investments Private
Limited w.e.f. November 19, 2019)
59 Alternative Investment Market Advisors Private Limited (Merged with Ecap Equities Limited w.e.f November 22, 2019)

Trust name :
1 ESAF - I Trust 39 EARC Trust SC 357
2 EARC SAF - 2 Trust 40 EARC Trust SC 360
3 EARC SAF - 3 Trust 41 EARC Trust SC 361
4 EARC Trust SC 6 42 EARC Trust SC 363
F - 58
(C) Individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them control or
significant influence over the Company:
1 Mr. Rashesh Shah
2 Mr. Venkatchalam Ramaswamy
3 Ms. Vidya Shah
4 Ms. Aparna T. C.
(D) Key managerial personnel :

1 Mr. Rashesh Shah - Chairman, Managing Director & CEO
2 Mr. Venkatchalam Ramaswamy - Vice Chairman and Executive Director
3 Mr. Himanshu Kaji - Executive Director
4 Mr. Rujan Panjwani - Executive Director
5 Mr. S Ranganathan - Chief Financial Officer (up to October 31, 2020)
6 Mr. Sarju Simaria - Chief Financial Officer (w.e.f. November 01, 2020)
(E) Relatives of Individuals exercising significant influence
1 Ms. Kaavya Venkat

2 Ms. Shilpa Mody
3 Ms. Sejal Premal Parekh
4 Mr. A V Ramaswamy
5 Ms. Sneha Sripad Desai
6 Ms. Shabnam Panjwani

1 Mr. Berjis Desai
2 Mr. Biswamohan Mahapatra
3 Mr. Kunnasagaran Chinniah
4 Mr. Navtej S. Nandra
5 Mr. P. N. Venkatachalam
6 Mr. Ashok Kini
7 Dr. Ashima Goyal
(G) Other Director

1 Ms. Anita M George
(H) List of Associates

1 Edelweiss Securities Limited (ESL) (w. e. f. March 27, 2021)
(I) Subsidiaries of Edelweiss Securities Limited

1 Edelweiss Finance & Investments Limited (EFIL)
2 Edelweiss Broking Limited (EBL)
3 Edelweiss Custodial Services Limited (ECdSL)
4 Edelweiss Investment Advisors Private Limited (EIAPL)
5 Edelweiss Financial Services Inc (EFSI)
6 Edelweiss Financial Services (UK) Limited (EFSUKL)
7 Edelweiss Securities (IFSC) Limited (ESL IFSC)
8 ESL Securities Limited (ESL Sec)
9 Edelweiss Securities (Hong Kong) Private Limited (ESHPL)
F - 59
(FY 2019-20)
Subsidiaries which are controlled by the Company:
1 Edelweiss Securities Limited
2 Edelweiss Finance & Investments Limited
5 EC Global Limited, Mauritius (through EC International Limited, Mauritius)
6 Edelweiss Gallagher Insurance Brokers Limited (formerly known as Edelweiss Insurance Brokers Limited)
7 Edelweiss Trustee Services Limited (Merged with ECap Equities Limited) (w.e.f November 30, 2019)
8 Edelcap Securities Limited (through ECap Equities Limited)
10 ECap Equities Limited
11 Edelweiss Broking Limited
13 Edelweiss Alternative Asset Advisors Limited
14 Edelweiss Housing Finance Limited
15 Edelweiss Investment Adviser Limited (through Edelweiss Rural & Corporate Services Limited)
17 Edelweiss Financial Services Limited
18 Edel Land Limited
19 Edelweiss Custodial Services Limited (through Edelweiss Securities Limited)
21 Edelweiss Capital (Singapore) Pte. Limited
22 Edelweiss Alternative Asset Advisors Pte. Limited (through Edelweiss Capital (Singapore) Pte. Limited)
23 Edelweiss International (Singapore) Pte. Limited (through Edelweiss Capital (Singapore) Pte. Limited)
26 EW Special Opportunities Advisors LLC, Mauritius (through EAAA LLC)
27 EW India Special Assets Advisors LLC, Mauritius (through EAAA LLC) (upto June 30, 2019)
28 Edel Investments Limited
30 Edelweiss Investment Advisors Private Limited, Singapore (through Edelweiss Capital (Singapore) Pte. Limited)
31 Edelweiss Rural & Corporate Services Limited
32 Edelweiss Comtrade Limited (through Edelweiss Rural & Corporate Services Limited)
33 Edel Finance Company Limited
35 Edelweiss Securities (Hong Kong) Private Limited (through Edelweiss Securities Limited)
36 Edelweiss Financial Services Inc, United States of America (through Edelweiss Securities Limited)
39 Edelweiss Multi Strategy Fund Advisors LLP (through Edelweiss Rural and Corporate Services Limited)
40 EFSL International Limited, Mauritius (through EC International Limited)
41 Edelweiss Financial Services (UK) Limited, United Kingdom (through Edelweiss Securities Limited)
42 Edelweiss Holdings Limited (Merged with ECap Equities Limited) (w.e.f November 30, 2019)
43 Edelweiss AIF Fund I - EW Clover Scheme -1 (through Edelcap Securities Limited)
45 Edelweiss Finvest Private Limited (through Ecap Equities Limited)
46 Edelweiss Asset Reconstruction Company Limited (through Edelweiss Custodial Services Limited)
47 Edelweiss Private Equity Tech Fund (through Ecap Equities Limited)
48 Edelweiss Securities (IFSC) Limited
49 Edelweiss Value and Growth Fund (through Ecap Equities Limited)
50 Retra Ventures Private Limited (through Ecap Equities Limited) (ceased to become subsidiary w.e.f. March 19, 2020)
51 Allium Finance Private Limited (through Edelweiss Rural and Corporate Services Limited)
F - 60

Subsidiaries which are controlled by the Company: (Continued)
52 Edelweiss Securities Trading and Management Private Limited (Merged with Edelweiss Securities and Investments Private
Limited) (w.e.f November 30, 2019)
53 Edelweiss Securities and Investments Private Limited (through Edelweiss Securities Limited)
54 Lichen Metals Private Limited (through Ecap Equities Limited)
55 Edelvalue Partners (through Edelweiss Securities and Investments Private Limited)
56 ESL Securities Limited (through Edelweiss Securities Limited)
59 Alternative Investment Market Advisors Private Limited (Merged with Ecap Equities Limited) (w.e.f November 30, 2019)

Trust name :
1 EARC SAF - 2 Trust 33 EARC SAF - 1 Trust Investor Account
2 EARC Trust - SC 6 34 EARC Trust - SC 298
9 EARC SAF - 3 Trust 41 EARC Trust - SC 370
10 EARC Trust - SC 223 42 EARC Trust SC 381
(C) Individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them control or significant
influence over the Company:
1 Mr. Rashesh Shah

2 Mr. Venkatchalam Ramaswamy
3 Ms. Vidya Shah
4 Ms. Aparna T. C.
F - 61

(D) Key managerial personnel :
1 Mr. Rashesh Shah - Chairman, Managing Director & CEO

2 Mr. Venkatchalam Ramaswamy - Vice Chairman and Executive Director
3 Mr. Himanshu Kaji - Executive Director
4 Mr. Rujan Panjwani - Executive Director Mr.
5 S. Ranganathan - Chief Financial Officer
(E) Relatives of individuals exercising significant influence and relatives of KMP, with whom transaction have taken place:
1 Ms. Kaavya Venkat
2 Ms. Shilpa Mody
3 Ms. Sejal Premal Parekh
4 Mr. A V Ramaswamy
5 Ms. Sneha Sripad Desai
6 Ms. Shabnam Panjwani
(F) Enterprises over which KMPs / Relatives exercise significant influence, with whom transactions have taken place:
1 Spire Investment Advisors LLP
2 Shah Family Discretionary Trust
(G) Indepedent Directors

1 Mr. Berjis Desai
2 Mr. Biswamohan Mahapatra
3 Mr. Kunnasagaran Chinniah
4 Mr. Navtej S. Nandra
5 P. N. Venkatachalam
6 Mr. Sanjiv Misra ( upto January 24, 2019)
7 Mr. Ashok Kini (from 01 April 2019)
8 Dr. Ashima Goyal (from 01 April 2019)
(H) Others Directors

1 Ms. Anita M George (from 01 April 2019)
F - 62
(J) Transactions and balances with Related Parties:

Sr.No Nature of Transaction Related Party Name 31-Mar-22 31-Mar-21 31-Mar-20
1 Sale of Equity shares to Edelweiss Securities Limited - 3,837.51 189.63

Edel Finance Company Limited 2,668.02 1,654.97 -
Edel Land Limited 1,134.72 - -
Edelweiss Rural & Corporate Services Limited - 0.10 -
Edelweiss Global Wealth Management Limited - 15,495.91 -
2 Amount received on winding up of Subsidiary Edelweiss Capital (Singapore) Pte. Limited - 72.83 -
3 Purchase of Equity shares from ECap Securities And Investments Limited( formerly known as - 4,100.76
ECap Equities Limited) -
Edelweiss Securities Limited 1,022.41 714.13 -
Edel Finance Company Limited - 6,706.17 -
Edel Land Limited - 922.46 -
Edelweiss Rural & Corporate Services Limited 0.10 - -
4 Investment in Compulsory Convertible Debentures of Edelweiss Alternative Asset Advisors Limited - 250.00 -
5 Investments in Compulsory Convertible Preference Shares Edel Finance Company Limited - 1,650.00 -
6 Investment in Compulsory Convertible Debenture of Edelweiss Global Wealth Management Limited - 125.00 -
7 Investment in Equity shares of Edel Finance Company Limited - 300.00 473.21

Edelweiss General Insurance Company Limited 1,200.00 850.00 1,000.00
Edelweiss Securities (IFSC) Limited - - 15.00
Edelweiss Global Wealth Management Limited - - 70.00
ECap Securities And Investments Limited( formerly known as 310.00 -
Edelweiss Capital Services Limited 15.30 - -
Edelweiss Global Wealth Management Limited 500.00 - -
Edelweiss Tokio Life Insurance Company Limited 2,918.00 - -
8 Investment in Non-cumulative redeemable preference share ECap Securities And Investments Limited( formerly known as - 1,000.00
9 Reimbursement of Loss ( Refer note 65) ECL Finance Limited - 1,400.10 -
10 Basis Absolute value -loans taken from Edelweiss Rural & Corporate Services Limited - 4,032.94 1,08,309.00
ECap Securities And Investments Limited( formerly known as - 5,750.00
11 Basis Absolute value - loans repaid to Edelweiss Rural & Corporate Services Limited - 4,032.94 1,05,386.00
12 Basis Absolute value - loans given to ECap Securities And Investments Limited( formerly known as 5,771.35 20,112.85
Edelweiss Rural & Corporate Services Limited 36,891.63 21,430.85 0.19
Edelweiss Finance and Investments Limited - 4,434.50 -
ECL Finance Limited 7,100.00 7,006.70 -
Edelweiss Global Wealth Management Limited 500.00 383.10 -
Edel Land Limited - 791.00 -
Edel Finance Company Limited 8,055.30 2,110.00 -
Edelweiss Securities And Investments Private Limited 2,296.50 - -
13 Basis Absolute value - loans repaid by ECap Securities And Investments Limited( formerly known as 3,715.31 20,112.85
Edelweiss Rural & Corporate Services Limited 29,749.48 19,233.77 6.20
Edelweiss Finance and Investments Limited 3,355.00 1,079.50 -
Edel Land Limited 790.00 1.00 -
Edelweiss Securities And Investments Private Limited 850.00 - -
Edel Finance Company Limited 2,110.00 - -
EC International Limited - - 380.96
Edelweiss Capital (Singapore) Pte. Limited - - 1,972.34
F - 63

14 Sale of Property, Plant and Equipment to Edelweiss Finance and Investments Limited 0.33 0.01 0.01
Edelweiss Rural & Corporate Services Limited 0.14 0.15 0.15
Edelweiss Broking Limited 0.15 0.14 0.13
Edelweiss Securities Limited 0.04 0.27 0.07
ECL Finance Limited 0.05 0.00 0.07
Edelweiss Custodial Services Limited - 0.02 0.04
Edelweiss Investment Adviser Limited - 0.00 0.01
Edelweiss General Insurance Company Limited - 0.02 -
ECap Securities And Investments Limited( formerly known as - 0.00
Edelcap Securities Limited 0.00 0.00 0.04
Edelweiss Alternative Asset Advisors Limited 0.03 0.00 0.02
Edel Investments Limited 0.00 - -
EdelGive Foundation 0.01 - -
Edelweiss Asset Reconstruction Company Limited 0.03 - 0.06
Edelweiss Retail Finance Limited 0.00 - -
Edelweiss Tokio Life Insurance Company Limited 0.00 - -
ESL Securities Limited 0.03 - -
Edelweiss Housing Finance Limited - - 0.02
Edelweiss Gallagher Insurance Brokers Limited - - 0.01
15 Purchase of Property, Plant and Equipment from Edelweiss Housing Finance Limited - 0.01 0.00
Edelweiss Global Wealth Management Limited - 0.00 -
Edelweiss Alternative Asset Advisors Limited - 0.01 0.01
Edelweiss Custodial Services Limited - 0.00 -
Edelweiss Investment Adviser Limited 0.00 - 0.02
Edelweiss Finance and Investments Limited 0.15 - -
Edelweiss Capital Services Limited 0.01 - -
Edelweiss Asset Reconstruction Company Limited - - 0.01
16 Remuneration paid to Mr. Rashesh Shah 86.77 11.48 12.69

Mr. Venkat Ramaswamy 65.58 9.36 11.20
Mr. Himanshu Kaji 41.59 10.77 11.91
Mr. Rujan Panjwani 52.09 2.25 27.97
Mr. S. Ranganathan - 5.79 25.18
Mr. Sarju Simaria 18.42 4.55 -
Mr Tarun Khurana 7.50 - -
Ms Ananya Suneja 1.39 - -
Mr B. Renganathan 2.64 - -
17 Dividend paid on Equity Shares Mr. Rashesh Shah 211.12 - 43.59

Mr. Venkatchalam Ramaswamy 84.28 - 17.41
Ms. Vidya Shah 45.00 - 9.91
Shah Family Discretionary Trust 56.19 - 11.63
Spire Investment Advisors LLP 4.64 - 0.96
Ms. Aparna T. C. 17.70 - 3.66
Ms. Kaavya Venkat 17.10 - 3.54
Mr. Rujan Panjwani 16.97 - 3.89
Mr. Himanshu Kaji 4.28 - 1.20
Ms. Sneha Sripad Desai 1.49 - 0.31
Ms. Shilpa Mody 1.38 - 0.29
Ms. Sejal Premal Parekh 1.38 - 0.29
Ms. Shabnam Panjwani 0.93 - 0.17
Mr. A V Ramaswamy 0.07 - 0.02
Mr. Navtej S. Nandra 11.56 - 2.39
Ms. Avanti Shah 2.90 - -
Mr. P. N. Venkatachalam 0.39 - 0.08
Mr. Neel Shah 2.90 - -
Mr. Tarun Khurana 0.09 - -
Mr. Kunnasagaran Chinniah 0.29 - -
Mr. B. Renganathan 0.08 - -
Mr. S. Ranganathan - - 0.33
18 Dividend Income received from EC International Limited - 526.47 196.67
Edelweiss Securities Limited - 838.84 498.06
Edelweiss Gallagher Insurance Brokers Limited 384.80 - -
F - 64

19 Rating support fee earned from ECL Finance Limited - 0.44 1.66
Edelweiss Rural & Corporate Services Limited - 0.25 0.91
Edelweiss Retail Finance Limited - 0.04 0.14
Edelweiss Housing Finance Limited - 0.07 0.25
ECap Securities And Investments Limited( formerly known as - 0.03 0.13
ECap Equities Limited)
Edelweiss Finance and Investments Limited - 0.06 0.22
Edel Finance Company Limited - 0.07 0.25
Edelweiss Asset Reconstruction Company Limited - 0.06 0.23
Edelweiss Broking Limited - 0.00 0.02
20 Fee / commission paid to Edelweiss Securities Limited 30.86 192.64 42.75

ECL Finance Limited - 200.00 -
Edelweiss Financial Services Inc. 0.17 - -
21 Management Fees paid to ECL Finance Limited 1,829.94 469.15 -

Edelweiss Asset Reconstruction Company Limited 98.31 - -
Edelweiss Housing Finance Limited 89.03 12.06 -
Edelweiss Retail Finance Limited 29.17 8.05 -
22 Royalty Fees received from Edelweiss Securities Limited 40.48 25.00 -

Edelweiss Tokio Life Insurance Company Limited 35.00 30.00 -
Edelweiss General Insurance Company Limited 5.83 4.26 -
23 Fee / Guarantee commission earned from Edel Finance Company Limited 1.12 2.33 5.75
Edelweiss Finance and Investments Limited 1.44 4.50 9.72
ECL Finance Limited - 50.75 5.29
Edelweiss Asset Reconstruction Company Limited 45.13 63.89 79.71
Edelweiss Rural & Corporate Services Limited - 125.39 -
Edelweiss Housing Finance Limited 4.44 1.17 -
Edelweiss Retail Finance Limited 0.86 0.81 -
Edelweiss Asset Management Limited - 0.23 -
Edel Land Limited 7.57 - -
Edelweiss Alternative Asset Advisors Limited 0.06 - -
Edelweiss Gallagher Insurance Brokers Limited - 5.00 -
Edelweiss Tokio Life Insurance Company Limited - - 25.10
Edelweiss General Insurance Company Limited - - 2.85
Edelweiss International (Singapore) Pte. Limited - - 0.24
24 Business Service Charges income earned from Edelweiss General Insurance Company Limited - 0.59 1.44
Edel Investments Limited - 0.02 0.68
Edelweiss Tokio Life Insurance Company Limited - 1.24 1.32
Edelweiss Global Wealth Management Limited - 0.11 1.59
Edelweiss Gallagher Insurance Brokers Limited - 0.07 0.71
Edelweiss Asset Management Limited - 0.51 1.41
Allium Finance Private Limited - 0.00 0.00
EC Commodity Limited - 0.00 0.00
Edelcap Securities Limited - 0.19 0.29
Comtrade Commodities Services Limited - 0.02 0.00
Lichen Metals Private Limited - 0.00 0.00
Edel Land Limited - 0.01 0.00
EdelGive Foundation - 0.02 0.00
F - 65

25 Enterprise / Corporate allocation income earned from Edelweiss Securities Limited - 8.85 22.30
Edelweiss Asset Management Limited - 4.29 8.72
Edelweiss General Insurance Company Limited - 4.91 8.87
26 Corporate Cost - Out ECap Equities Limited - - 1.40

ECL Finance Limited - - 51.79
Edelweiss Rural & Corporate Services Limited - ECSL - - 1.80
Edel Investments Limited - - 1.40
27 Corporate Cost - In Edelweiss Rural & Corporate Services Limited - 220.69 5.33
28 Enterprise Cost - In Edelweiss Rural & Corporate Services Limited - - 49.80
29 Enterprise Cost - Out ECL Finance Limited - - 22.15

Edelweiss Rural & Corporate Services Limited - - 3.19
Edelweiss Securities Limited - - 6.68
EdelGive Foundation - - 0.00
ECap Equities Limited - - 0.82
Edelweiss Global Wealth Management Limited - - 3.39
Edelweiss Broking Limited - - 5.37
Edelweiss Asset Management Limited - - 3.03
Edelweiss Finance and Investments Limited - - 2.08
Edelweiss Asset Reconstruction Company Limited - - 1.59
Edelweiss Alternative Asset Advisors Limited - - 3.52
Edelweiss Custodial Services Limited - - 2.26
30 Interest income on margin from Edelweiss Custodial Services Limited 0.24 1.45 0.81
31 Margins placed with Edelweiss Custodial Services Limited 48.87 13.25 263.64
32 Margins withdrawn by Edelweiss Custodial Services Limited 76.16 0.79 314.52

33 Interest Income on Debenture Edelweiss Alternative Asset Advisors Limited 11.71 - -
34 Interest expense on short term loan taken Edelweiss Rural & Corporate Services Limited - 30.81 316.27
ECap Securities And Investments Limited( formerly known as 1.99 -
F - 66

35 Interest Income on short term loan given ECap Securities And Investments Limited( formerly known as - 430.32
Edelweiss Rural & Corporate Services Limited 2,005.73 352.58 0.29
Edelweiss Finance and Investments Limited 162.73 47.69 -
ECL Finance Limited 71.69 1.82 -
Edel Finance Company Limited 136.65 7.87 -
36 Other expenses paid to Edelweiss Custodial Services Limited - 0.03 2.85
37 Clearing Charges paid to Edelweiss Custodial Services Limited 0.00 - -
38 Cost reimbursements paid to Edelweiss Rural & Corporate Services Limited 71.92 53.02 62.60
Edelweiss Custodial Services Limited 20.91 0.00 -
Edelweiss Global Wealth Management Limited 2.53 0.08 0.13
ECap Equities Limited) 2.24
Edelweiss Financial Services Inc. - 1.81 8.97
Edelweiss Securities (Hong Kong) Private Limited - 0.03 -
Edelweiss Housing Finance Limited 0.01 - -
Edel Finance Company Limited - - 0.00
Edelweiss Asset Management Limited - - 0.06
39 Cost reimbursements recovered from Edelweiss Securities Limited 0.33 7.53 9.41
Edelweiss Tokio Life Insurance Company Limited 0.64 28.43 62.96
Edelweiss Custodial Services Limited 0.76 3.31 3.14
Edelweiss Asset Management Limited 0.39 4.81 7.03
Edelweiss Housing Finance Limited 1.34 9.22 15.67
Edelweiss Alternative Asset Advisors Limited 0.88 3.25 3.85
Edelweiss Gallagher Insurance Brokers Limited 0.06 2.05 2.54
Edelweiss General Insurance Company Limited 0.27 13.66 8.23
Edelweiss Alternative Asset Advisors Pte. Limited - 0.00 -
Edelweiss Investment Advisors Pte. Limited - 0.05 0.01
EAAA LLC - 0.01 -
Edelweiss International (Singapore) Pte. Limited - 0.07 0.01
Edelweiss Financial Services Inc. - 1.18 0.00
Edelweiss Securities (Hong Kong) Private Limited - 0.03 0.00
Edelweiss Financial Services (UK) Limited - 0.02 0.00
Edelweiss Trusteeship Company Limited - 0.00 -
Edelweiss Securities And Investments Private Limited - 0.02 -
ESL Securities Limited - 0.03 -
Edelweiss Capital Services Limited - 0.03 -
40 Directors' sitting fees paid to Mr Berjis Desai 0.28 0.50 0.26

Mr Biswamohan Mahapatra 0.26 0.34 0.34
Mr Kunnasagaran Chinniah 0.54 0.12 0.40
Mr Navtej S. Nandra 0.24 0.28 0.28
Mr P N Venkatachalam 0.32 0.36 0.34
Dr. Ashima Goyal 0.12 0.12 0.10
Mr Ashok Kini 0.12 0.12 0.10
F - 67

41 Commission paid to Non executive directors Mr Berjis Desai 2.00 0.50 1.00
Mr Biswamohan Mahapatra 2.00 0.50 1.00
Mr Kunnasagaran Chinniah 2.00 0.50 1.00
Mr Navtej S. Nandra 2.00 0.50 1.00
Mr P N Venkatachalam 2.00 0.50 1.00
Dr. Ashima Goyal 2.00 0.50 -
Mr Ashok Kini 2.00 0.50 -
Ms Vidya Shah 2.00 - -
42 Contribution towards corporate social responsibility EdelGive Foundation 75.04 22.70 28.00
Balances with Related Parties

1 Investments in Equity Shares in Balances ECL Finance Limited 15,492.85 15,492.85 8,786.68
Edelweiss Tokio Life Insurance Company Limited 8,943.58 6,025.58 6,025.58
Edelweiss Asset Management Limited 1,712.41 1,892.16 1,558.60
EC International Limited 6.15 6.15 6.15
ECap Securities And Investments Limited( formerly known as 1,599.95 1,289.95 1,289.95
Edelweiss Capital Services Limited 280.50 265.20 -
Edel Investments Limited 46.67 46.67 46.67
Edel Land Limited 147.71 147.61 147.61
EdelGive Foundation 0.10 0.10 0.10
Edelweiss Housing Finance Limited 195.98 1,188.96 1,188.96
Edelweiss Trusteeship Company Limited 1.00 1.00 1.00
Edelweiss Global Wealth Management Limited 790.01 290.01 290.01
Edelweiss General Insurance Company Limited 5,136.16 3,936.16 3,086.16
Edel Finance Company Limited 7,871.55 7,871.55 3,355.42
Edelweiss Securities And Investments Private Limited 4,072.99 922.46 -
Edelweiss Alternative Asset Advisors Pte. Limited 1,025.86 - -
Edelweiss Finance and Investments Limited - - 1,536.67
Edelweiss Alternative Asset Advisors Limited - - 141.70
Edelweiss Broking Limited - - 3,197.95
Edelweiss Rural & Corporate Services Limited - ECSL - - 1,656.05
Edelweiss Investment Advisors Limited - - 7.19
Edelweiss Capital (Singapore) Pte. Limited - - 528.21
2 Investments in Preference shares of Edel Finance Company Limited 1,650.00 1,650.00 -

3 Gratuity Payable to Edelweiss Securities Limited 0.33 2.20 -

Edelweiss Broking Limited 0.00 2.55 -
Edelweiss Alternative Asset Advisors Limited 0.00 1.40 -
Edelweiss Asset Reconstruction Company Limited 0.42 0.42 -
ECL Finance Limited 1.79 - -
4 Gratuity Receivable from ECL Finance Limited - 0.21 -

Edel Finance Company Limited - 0.34 -
Edelweiss Securities Limited - 0.88 -
5 ESOP Charges Payable to Edelweiss Housing Finance Limited - 0.90 -

Edel Finance Company Limited - 3.11 -
Edelweiss Securities Limited 29.70 - -
Edelweiss Broking Limited 0.87 - -
Edelweiss Tokio Life Insurance Company Limited 0.96 - 0.52
Edelcap Securities Limited 4.58 - -
F - 68

6 ESOP Charges Receivable from Edelweiss Securities Limited - 60.20 41.35
Edelweiss Custodial Services Limited 3.66 4.68 3.97
ESL Securities Limited 2.36 5.46 -
Edelweiss Capital Services Limited 0.22 0.08 -
Edelweiss Investment Adviser Limited - 0.00 -
Edelweiss Alternative Asset Advisors Pte. Limited 0.10 1.87 2.13
Edelweiss Investment Advisors Pte. Limited 0.65 2.60 2.41
Edelweiss Financial Services Inc. 0.06 0.01 -
Edel Investments Limited 1.44 - -
Edelweiss Housing Finance Limited 0.67 - 14.59
Edelweiss International (Singapore) Pte. Limited 0.07 0.03 -
Edel Finance Company Limited - - 0.38
EC Commodity Limited - - 0.34
7 Accrued interest on loans given to Edelweiss Rural & Corporate Services Limited 244.11 51.13 -
Edelweiss Finance and Investments Limited - 7.32 -
Edel Finance Company Limited 41.65 7.28 -
ECL Finance Limited - 1.68 -
8 Accrued interest on loans taken from Edelweiss Rural & Corporate Services Limited - 0.00 13.42
9 Long Term Loan given to Edelweiss Rural & Corporate Services Limited 9,270.00 - -
Edel Land Limited 2,050.00 - -
Edel Finance Company Limited 8,051.20 - -
Edelweiss Securities And Investments Private Limited 1,446.50 - -
10 Short Term Loan given to Edelweiss Finance and Investments Limited - 3,355.00 -
ECL Finance Limited - 3,800.00 -
Edel Finance Company Limited 4.10 2,110.00 -
Edelweiss Rural & Corporate Services Limited 69.23 2,197.08 -
11 Short term loans taken from ECap Securities And Investments Limited( formerly known as - 1,091.16
12 Debt Securities Edelweiss Finance and Investments Limited - 18.70 -

Edelweiss Broking Limited - 1.26 -
F - 69

13 Trade payable to Comtrade Commodities Services Limited - 0.07 0.04
Edelweiss Financial Services Inc. 0.21 0.41 8.97
Edelweiss Housing Finance Limited 19.57 11.54 23.19
ECL Finance Limited 772.01 2,079.21 69.69
Edelweiss Securities (IFSC) Limited - 0.06 2.65
Edelweiss Securities Limited 1.53 75.77 -
Edelweiss Broking Limited 1.72 14.39 -
Edelweiss Asset Reconstruction Company Limited 16.42 - -
Edelweiss Custodial Services Limited 1.78 - -
Edelweiss Alternative Asset Advisors Pte. Limited 2.42 - -
Edelvalue Partners - - 0.02
Edelweiss Investment Advisors Limited - - 0.02
EC International Limited - - 0.00
Edelweiss Capital (Singapore) Pte. Limited - - 0.01
Edelweiss Finance and Investments Limited - - 3.93
14 Trade receivable from Edelweiss Tokio Life Insurance Company Limited 7.31 37.95 75.62
Edel Finance Company Limited 0.09 0.16 6.60
Edelweiss Alternative Asset Advisors Pte. Limited - 0.00 -
Edel Investments Limited 0.85 0.03 0.55
Edelweiss Securities (Hong Kong) Private Limited 0.00 0.03 0.00
Edelweiss Financial Services (UK) Limited 0.02 0.02 0.00
Edelweiss Investment Advisors Pte. Limited 0.05 0.06 0.01
Edelweiss Investment Adviser Limited 0.01 0.05 -
Edelweiss International (Singapore) Pte. Limited 0.07 0.07 0.25
Edelweiss Trusteeship Company Limited - 0.00 -
EAAA LLC 0.01 0.01 -
Edelweiss Securities And Investments Private Limited - 0.02 -
Edelweiss Capital Services Limited - 0.03 -
Edelweiss Broking Limited - - 7.49
Lichen Metals Private Limited - - 0.00
EC Global Limited - - 0.00
Aster Commodities DMCC - - 0.00
15 Margin placed with broker Edelweiss Custodial Services Limited 0.47 29.15 15.29
16 Risk and Reward undertaking Edelweiss Retail Finance Limited 1,102.84 648.89 -
Edelweiss Housing Finance Limited 2,299.55 1,446.16 -
17 Guarantee given on behalf of Group Company Edelweiss Custodial Services Limited 8,950.00 6,950.00 14,405.00
ECap Securities And Investments Limited( formerly known as 1,209.10 1,879.70 4,751.10
Edelweiss Asset Reconstruction Company Limited 18,782.40 21,901.50 26,509.30
Edel Finance Company Limited 470.00 780.40 2,749.30
Edelweiss Finance and Investments Limited 139.77 145.90 310.40
Edelweiss Housing Finance Limited 1,324.40 1,890.18 2,384.83
Edelweiss Investment Adviser Limited 1,830.00 2,250.00 -
ECL Finance Limited 1,625.00 2,375.00 3,174.17
Edelweiss Securities Limited - - 1,170.00
Edelweiss Rural & Corporate Services Limited - - 35,570.00
0.00 indicates amounts less than ` 0.01 million.

Notes:
FY 2019-20; FY 2020-21; FY 2021-22
1 Information relating to remuneration paid to key managerial person mentioned above excludes provision made for gratuity and provision made for bonus which are provided for group of
employees on an overall basis.
2 With effect from 01 April 2019, Edelweiss Finvest Limited have been merged with Edel Finance Company Limited , a wholly owned subsidiary of the Company, pursuant to the scheme of
arrangement approved by National Company Law Tribunal vide its Order dated 22 February 2021.
With effect from 01 September 2020, EC Global Limited have been merged with EC International Limited , a wholly owned subsidiary of the Company, pursuant to the scheme of arrangement
3 approved by National Company Law Tribunal.
4 With effect from 30 March 2021, Lichen Metals Private Limited is sold and ceased to become the subsidiary of the Company.
On 12 February 2021, a new subsidiary namely Edelweiss Capital Advisory Services Limited is incorporated. Edeweiss Financial Services Limited holds 51% stake of Edelweiss Capital Advisory
5 Services Limited.
F - 70
38. Capital management
The Company manages the capital structure by a balanced mix of debt and equity. The Company’s capital management strategy is to effectively determine, raise and deploy
capital so as to create value for its shareholders. The Company maintains sound capitalisation both from an economic and regulatory perspective. The Company continuously
monitors and adjusts overall capital demand and supply in an effort to achieve an appropriate balance of the economic and regulatory considerations at all times and from all
perspectives. These perspectives include specific capital requirements from rating agencies.
Capital structure includes infusion in the form of equity and structured debt from strategic business partners in certain of Company’s subsidiaries to fund expansion and assist
in achieving expected growth in the competitive market.
No changes were made in the objectives, policies or processes during the financial years ended 31 March 2022, 31 March 2021 and 31 March 2020
This framework is adjusted based on underlying macro-economic factors affecting business environment, financial market conditions and interest rates environment. Company
monitors capital using debt-equity ratio, which is total debt divided by total equity.
As at As at As at
Particulars 31 March 2022 31 March 2021 31 March 2020
Total Debt 24,322.12 8,380.11 1,466.63
Equity 50,002.16 41,259.88 34,545.70
Net Debt to Equity 0.49 0.20 0.04
Total Debt = Debt securities + Borrowings other than debt securities
Disclosure of loans and advances given pursuant to requirements of Regulation 34(3) of Securities and Exchange Board of India (Listing Obligation and Disclosure
39.
Requirements) Regulations, 2015, as amended.
Maximum Maximum Maximum

Entity Loan outstanding Loan outstanding Loan outstanding
outstanding outstanding outstanding
during the year during the year during the year
Edelweiss Rural and Corporate Services Limited 9,583.35 22,885.95 2,248.21 7,735.33 - 6.20
Edelweiss Finance & Investments Limited - 3,355.00 3,362.32 3,362.32 - -
ECL Finance Limited - 4,000.00 3,801.68 3,801.68 - -
Edelweiss Global Wealth Management Limited 491.23 651.50 152.76 250.00 - -
Edel Land Limited 2,086.62 2,846.04 791.89 790.00 - -
Edel Finance Company Limited 8,096.94 8,055.30 2,117.27 2,117.28 - -
Ecap Equities Limited - 3,347.85 - 15,487.85 - -
Edelweiss Securities And Investments Private Limited 1,449.50 2,296.50 - - - -
Edelweiss Capital (Singapore) Pte. Ltd - - - - - 2,019.05
EC International Limited - - - - - 384.62
(FY 2021-22)
All the above loans have maturity of 0-3 years as per contracted terms.
(FY 2020-21, FY 2019-20)

All the above loans are reayable on demand as per contracted terms.
F - 71
40. Share based payments: Employee Stock Option Plans and Stock Appreciation Rights Plans
Edelweiss Financial Services Limited ("EFSL" hereafter), has recognised share based payment expenses for the years ended 31 March 2022,31 March 2021 and 31 March 2020 based on fair value as on the grant date calculated as per option
pricing model. The grants represent equity-settled options under the Employee Stock Option Plans and Stock Appreciation Rights Plans (hereafter referred to as, "ESOP 2011" and "SAR 2019" or "ESOPs" "SARs" ).
The Edelweiss Group has granted ESOPs under the two plans viz., ESOP 2011 & SAR 2019 to its employees on an equity-settled basis as tabulated below. The ESOPs/SARs provide a right to its holders (i.e., Edelweiss group employees) to
purchase one EFSL share for each option at a pre-determined strike price on the expiry of the vesting period. The ESOP/SAR hence represents an European call option that provides a right but not an obligation to the employees of the
Edelweiss group to exercise the option by paying the strike price at any time on completion of the vesting period, subject to an outer boundary on the exercise period.
EFSL has granted stock options to employees of the Edelweiss group on an equity-settled basis as tabulated below.
SAR 2019 ESOP 2011

Dates of grant Varying Varying
Option Type Equity settled Equity settled
No. of outstanding options at 31 March 2022 1,09,14,200 71,82,488
No. of outstanding options at 31 March 2021 1,67,80,500 1,82,60,651
No. of outstanding options at 31 March 2020 1,12,30,000 2,11,26,689
No. of Equity shares represented by an option 1 share for 1 option 1 share for 1 option
Fair Value per option Varies as per the grant date Varies as per the grant date
Exercise Price Varies as per the grant date Varies as per the grant date
Vesting Period 2-6 years 1-4 years
Vesting Conditions Service Service
The vesting of options is subject to the employee's continued employment with the Edelweiss group. The ESOPs shall vest as follows:
SAR 2019 ESOP 2011

Duration from grant date % options vesting % options vesting
12 months from the grant date - 25.00%
24 months from the grant date 33.33% 25.00%
60 months from the grant date - -
72 months from the grant date 33.34% -
Total 100.00% 100.00%
Plan description
Plan Name Grant Date Vesting Conditions Term of Options Payout

As specified in tables
ESOP Plan 2011 Various 1-4 years Equity settled
above
As specified in tables
SAR Plan 2019 Various 2-6 years Equity settled
above
F - 72
Movement of number of Options for FY 2021-22, 2020-21 and 2019-20
Number of options 2021-22 2020-21 2019-20

SAR 2019 ESOP 2011 Total SAR 2019 ESOP 2011 Total SAR 2019 ESOP 2011 Total
Outstanding at the start of the year 1,67,80,500 1,82,60,651 3,50,41,151 1,12,30,000 2,11,26,689 3,23,56,689 2,05,88,627 2,05,88,627
Granted during the year* - - - 64,25,500 19,56,500 83,82,000 1,16,25,000 40,85,000 1,57,10,000
Exercised during the year - (66,27,263) (66,27,263) - (19,70,150) (19,70,150) (17,46,783) (17,46,783)
Lapsed/ cancelled during the year (58,66,300) (44,50,900) (1,03,17,200) (8,75,000) (28,52,388) (37,27,388) (3,95,000) (18,00,175) (21,95,175)
Outstanding at the end of the year* 1,09,14,200 71,82,488 1,80,96,688 1,67,80,500 1,82,60,651 3,50,41,151 1,12,30,000 2,11,26,689 3,23,56,689
Exercisable at the end of the year - 40,30,525 40,30,525 - 1,15,42,051 1,15,42,051 1,12,41,676 1,12,41,676
*Includes, SAR 2019 345,050, ESOP Nil (FY 2020-21: SAR 2019 515,000, ESOP 2011 nil; FY 2019-20: SAR 2019 515000, ESOP 2011 1,670,825) approved but not granted.
Weighted Average Exercise Price for FY 2021-22, 2020-21 and 2019-20
Weighted Average Exercise Price (₹) 31 March 2022 31 March 2021 31 March 2020
SAR 2019 ESOP 2011 SAR 2019 ESOP 2011 SAR 2019 ESOP 2011
Outstanding at the start of the year 132.90 132.00 178.75 131.80 NA 117.34
Granted during the year - - 61.00 61.00 180.26 168.04
Exercised during the year - 44.70 - 35.10 47.27
Lapsed/ cancelled during the year 150.57 196.21 166.29 161.03 180.65 127.91
Outstanding at the end of the year 123.38 172.77 132.90 132.00 178.75 131.80
Exercisable at the end of the year NA 191.57 NA 110.14 NA 78.84
Weighted Average Share price at the exercise date NA 44.81 NA 35.17 NA 47.61
Outstanding Options as at 31 March 2022, 31 March 2021, 31 March 2020

Number of options outstanding 1,09,14,200 71,82,488 1,67,80,500 1,82,60,651 1,12,30,000 2,11,26,689
Weighted average strike price (₹) 123.38 172.77 132.90 132.00 178.75 131.80
Weighted average remaining lifetime of options (in years) 2.33 0.39 2.70 0.45 3.18 0.54
Number of employees covered under the scheme 152 210 182 326 132 372
Options granted during FY 2021-22, FY 2020-21 and FY 2019-20

Number of options granted - - 64,25,500 19,56,500 1,16,25,000 40,85,000
Weighted average strike price (in ₹) NA NA 61.00 61.00 180.26 168.04
Weighted average remaining lifetime of options (in years) NA NA 4.00 3.50 4.00 3.50
Number of employees covered under the scheme NA NA 155 115 132 216
Weighted Average Fair value per option (in ₹) NA NA 28.23 27.24 85.08 81.21
Weighted Average Intrinsic value per option (in ₹) NA NA - - 1.44 9.03
F - 73
Assumptions for Fair Value for FY 2021-22 and 2020-21

Weighted average share price (in ₹) 123.12 175.10 132.93 133.01 180.24 176.39
Weighted average strike price (in ₹) 123.38 172.77 132.90 132.00 178.75 131.80
Expected volatility (% p.a.) 56% p.a. - 72% p.a. 35% p.a. - 72% p.a. 56% - 72% p.a. 35% - 72% p.a. 56% - 62% p.a. 56% - 62% p.a.
Risk-free discount rate (% p.a.) 4.3% p.a. - 6.9% p.a. 4.3% p.a. - 7.8% p.a. 4.3% - 6.9% p.a. 4.3% - 8.5% p.a. 5.4% - 6.9% p.a. 5.4% - 6.8% p.a.
Expected dividend yield (% p.a.) 0.7% p.a. - 2.4% p.a. 0.4% p.a. - 2.4% p.a. 0.7% - 2.4% p.a. 0.4% - 3.1% p.a. 0.66% - 0.67% p.a. 0.66% - 0.67% p.a.
Other Disclosure

Charges during the year due to share based
12.89 10.08 22.97 51.47 33.21 84.68 148.93 242.03 390.96
payments
Changes in fair value of share based payments
- - - - - -
due to any modifications made during the year
Liability due for share based payments 264.88 496.70 761.58 344.64 783.64 1,128.28 148.93 669.25 818.18
Intrinsic value of the liability above 2.50 16.06 18.56 6.51 33.76 40.27
F - 74
41. Risk Management
The Company has operations in India. Whilst risk is inherent in the Company’s activities, it is managed through an integrated risk management framework, including
ongoing identification, measurement and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company. The
Company is exposed to credit risk, liquidity risk and market risk. It is also subject to various operating and business risks.
Risk management strategy:
The strategy at an execution level is supported by -
1. Three tiered risk management structure to manage and oversee risks
2. Board and Executive Level Committees to review and approve risk exposures
3. Risk Management framework to ensure each risk the Company is exposed to is given due importance and managed through a well-defined framework and
guidelines
4. Well-defined Standard Operating Procedures and Product approval framework to ensure risks are mitigated at operational level
5. Adequate segregation of duties to ensure multi-layered checks and balances
6. Exception reporting framework to ensure process and policy deviations are adequately addressed
Risk management structure:
The Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles.
The Board has appointed the Risk Committee which is responsible for monitoring the overall risk process within the Company and reports to the Audit Committee
The Risk Committee has the overall responsibility for the development of the risk strategy and implementing principles, frameworks, policies and limits.
The Company is responsible for implementing and maintaining risk related procedures to ensure an independent control process is maintained. The Company works
closely with and reports to the Risk Committee, to ensure that procedures are compliant with the overall framework.
Credit risk
Credit risk is the risk of financial loss the Company may face due to current/potential inability or unwillingness of a customer or counterparty to meet financial
/contractual obligations. Credit risk also covers the possibility of losses associated with diminution in the credit quality of borrowers or counterparties. The
Company’s lending activities is restricted to only its subsidiaries within the Edelweiss Group, the Company has adopted a policy of dealing with creditworthy
counterparties and obtains sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
Credit risk is measured as the amount that could be lost if a customer or counterparty fails to make repayments. Credit risk is monitored using various internal risk
management measures and within limits approved by the board within a framework of delegated authorities. It is managed through a robust risk control
framework, which outlines clear and consistent policies, principles and guidance for risk managers. Presently Company has credit exposure only to it’s subsidiaries
where adequate control and monitoring is ensured.
Liquidity risk
Liquidity risk emanates from the possible mismatches due to differences in maturity and repayment profile of assets and liabilities. To avoid such a scenario, the
Company has maintained cash reserves in the form of Fixed Deposits, Cash, Loans which are callable any time at the Company’s discretion, etc. These assets carry
minimal credit risk and can be liquidated. These would be to take care of immediate obligations while continuing to honour commitments as a going concern.
Analysis of financial assets and liabilities by remaining contractual maturities
The table below at note number 44 summarises the maturity profile of the undiscounted cash flows of the Company’s financial assets and liabilities as at 31 March.
All OTC derivatives used for hedging are shown by maturity, based on their contractual undiscounted payment obligations. All exchange traded derivatives held for
trading are analysed based on expected maturity.
Market Risk:
Market risk is the risk which can affect the Company’s performance due to adverse movements in market prices of instrument due to interest rates, equity prices,
foreign exchange rates. The objective of the Company’s market risk management is to manage and control market risk exposures within acceptable parameters.
Foreign exchange risk – Foreign exchange risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The
Company’s foreign exposure is limited to investments and loans to Group entities outside India. The Company aggregates the foreign exchange exposure emerging
out of these loans/investments and the same is hedged using OTC and exchange traded derivatives. Positions are regularly monitored by the Company and
rebalanced/ rolled over based on the inflow and outflow of funds.
2021-22
Increase in currency Effect on profit Decrease in Effect on profit
Currency
rate (%) before tax currency rate (%) before tax
NA
2020-21
Increase in currency Effect on profit Decrease in currency Effect on profit
Currency
rate (%) before tax rate (%) before tax
USD 5 (43.53) 5 43.53
2019-20
Increase in currency Effect on profit Decrease in currency Effect on profit
Currency
rate (%) before tax rate (%) before tax
USD 5 (20.95) 5 20.95
F - 75
42. Fair Value Measurement

42.1 Valuation governance framework
Where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination or validation
is used. For inactive markets, Company sources alternative market information, with greater weight given to information that is considered to be more relevant
and reliable.
42.2. Fair value hierarchy

Fair values of financial assets and liabilities are determined according to the following hierarchy.
Level 1 – valuation technique using quoted market price: financial instruments with quoted prices for identical instruments in active markets that company can
access at the measurement date.
Level 2 – valuation technique using observable inputs: Those where the inputs that are used for valuation and are significant, are derived from directly or
indirectly observable market data available over the entire period of the instrument’s life.
Level 3 – valuation technique with significant unobservable inputs: Those that include one or more unobservable input that is significant to the measurement as
whole.
42.3. Financial instruments not measured at fair value:
The following table sets out the fair values of financial instruments not measured at fair value and analysing them by the level in the fair value hierarchy into
which each fair value measurement is categorised. The information given below is with respect to financial assets and financial liabilities measured at amortised
cost for which the fair value is different than the carrying amount. Carrying amounts of cash and cash equivalents, trade receivables (net of expected credit loss)
and trade and other payables as on March 31, 2022 approximate the fair value because of their short-term nature. Difference between carrying amounts and fair
values of bank deposits, other financials assets and other financial liabilities subsequently measured at amortised cost is not significant in each of the years
presented.
31-Mar-22
Total Carrying
Particulars Total fair value Level 1 Level 2 Level 3
Amount
Financial assets:
Loans 21,703.81 23,086.52 - - 23,086.52
Debt securities 24,322.12 24,576.46 20,728.18 3,848.28 -
31-Mar-21
Total Carrying
Amount
Financial assets:
Loans* 12,472.43 12,472.43 - - 12,472.43
Debt securities 7,288.95 7,541.56 3,494.44 4,047.12 -
Borrowings (other than debt securities)* 1,091.16 1,091.16 - - 1,091.16
31-Mar-20
Total Carrying
Amount
Financial assets:
Loans* 6.73 6.73 - - 6.73
Debt securities* 734.12 734.12 734.12 - -
Borrowings (other than debt securities)* 732.51 732.51 - - 732.51
* Carrying amounts of Loans, Debt Securities and Borrowings (other than debt securities) as on 31 March 2021 and 31 March 2020 approximate the fair value
because of their short-term nature.
42.4. The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy. Exchange traded and OTC derivatives are
at gross amount i.e. before offsetting margin money. The impact of offsetting is explained in note 4.1.
As at 31 March 2022
Level 1 Level 2 Level 3 Total
Assets measured at fair value on a recurring basis
Derivative financial instruments (assets)
Exchange-traded derivatives - - - -
Total derivative financial instruments (assets) - A - - - -
Investments
Equity instruments 2.89 89.25 - 92.14
Total investments measured at fair value - B 2.89 89.25 - 92.14
Total financial assets measured at fair value on a
recurring basis 2.89 89.25 - 92.14
As at 31 March 2021
Exchange-traded derivatives 6.15 - - 6.15
Total derivative financial instruments (assets) 6.15 - - 6.15
Investments
Total investments measured at fair value 2.04 25.36 - 27.40
F - 76
42. Fair Value Measurement (continued)
As at 31 March 2020
Total derivative financial instruments (assets) - - - -
Investments
Total investments measured at fair value 0.80 23.15 - 23.95
42.5. Liabilities by fair value hierarchy (Continued)
As at 31 March 2022
Liabilities measured at fair value on a recurring basis
Derivative financial instruments (liabilities):
Total financial liabilities measured at fair value on a
recurring basis - - - -
Particulars As at 31 March 2021

Exchange-traded derivatives 0.03 - - 0.03
recurring basis 0.03 - - 0.03
Particulars As at 31 March 2020

Exchange-traded derivatives 1.89 1.89
recurring basis 1.89 1.89
42.6. Fair valuation principles :
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market
at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a
valuation technique. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
The Company’s fair value methodology and the governance over its models includes a number of controls and other procedures to ensure appropriate
safeguards are in place to ensure its quality and adequacy. Where fair values are determined by reference to externally quoted prices or observable pricing
inputs to models, independent price determination or validation is used. For inactive markets, Company sources alternative market information, with greater
weight given to formation that is considered to be more relevant and reliable.
42.7. Fair valuation techniques :

Unquoted Equity instruments
Equity instruments in non-listed entities are remeasured at each reorting date at valuation provided by external valuer at instrument level
Equity instruments
The equity instruments which are actively traded on recognised stock exchanges are valued at readily available active prices on a regular basis. Such instruments
are classified as Level 1. Equity instruments in non-listed entities are initially measured at transaction price and re-measured at each reporting date at valuation
provided by external valuer at instrument level. Such unlisted equity securities are classified at Level 2.
Derivatives:
The Company enters into certain derivative financial instruments primarily with banks with investment grade credit ratings. Derivatives valued using valuation
techniques with market observable inputs are mainly forward exchange contracts.
Exchange traded derivatives:
Company has entered into certain exchange-traded currency futures. The Company uses latest traded prices at the reporting date to value these derivatives and
classifies these instruments as Level 1 in the hierarchy.
42.8. Transfer between Level 1 and level 2
During the year there were no transfers between level 1 and level 2. Similarly, there were no transfers from or transfer to level 3.
F - 77
43. Maturity analysis of assets and liabilities

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled. With regard to loans and advances to customers, the Company uses the same basis of expected repayment
behaviour as used for estimating the EIR. Issued debt reflect the contractual coupon amortisations.

Within 12 months After 12 months Total Within 12 months After 12 months Total Within 12 months After 12 months Total
ASSETS
Financial assets
(a) Cash and cash equivalents 4,619.34 - 4,619.34 1,481.81 - 1,481.81 13.66 - 13.66
(b) Bank balances other than cash and cash
equivalents 539.08 - 539.08 8.19 - 8.19 9.55 - 9.55
(c) Trade Receivables 123.64 - 123.64 191.00 - 191.00 316.80 - 316.80
(d) Loans 886.11 20,817.70 21,703.81 12,472.43 - 12,472.43 6.73 - 6.73
(e) Investments 92.14 49,540.49 49,632.63 2,137.19 41,680.13 43,817.32 8,338.58 26,334.29 34,672.87
(f) Other financial assets 667.10 248.54 915.64 304.72 324.63 629.35 317.42 378.00 695.42
Total financial assets (A) 6,927.41 70,606.73 77,534.14 16,595.34 42,004.76 58,600.10 9,002.74 26,712.29 35,715.03
(a) Current tax assets (net) - 951.08 951.08 - 688.06 688.06 - 618.59 618.59
(b) Deferred tax assets (net) - 1,159.14 1,159.14 - 378.08 378.08 - 291.13 291.13
(c) Property, Plant and Equipment - 5.71 5.71 - 5.99 5.99 - 8.36 8.36
(d) Intangible assets under development - 9.16 9.16
(e) Other Intangible assets - 0.83 0.83 - 1.19 1.19 - 16.83 16.83
(f) Other non- financial assets - 769.70 769.70 - 135.88 135.88 - 133.78 133.78
Total non-financial assets (B) - 2,886.46 2,886.46 - 1,209.20 1,209.20 - 1,077.85 1,077.85
TOTAL ASSETS (C = A+B) 6,927.41 73,493.19 80,420.60 16,595.34 43,213.96 59,809.30 9,002.74 27,790.14 36,792.88

Within 12 months After 12 months Total Within 12 months After 12 months Total Within 12 months After 12 months Total
LIABILITIES
(a) Trade Payables 952.15 - 952.15 2,354.43 - 2,354.43 53.35 - 53.35
(b) Debt securities 343.35 23,978.77 24,322.12 234.81 7,054.14 7,288.95 734.12 - 734.12
(c) Borrowings (other than debt securities) - - - 1,091.16 - 1,091.16 732.51 - 732.51
(d) Other financial liabilities 1,563.37 3,488.64 5,052.01 1,697.26 5,986.44 7,683.70 220.50 356.59 577.09
Total financial liabilities (D) 2,858.87 27,467.41 30,326.28 5,377.66 13,040.58 18,418.24 1,740.48 356.59 2,097.07
(a) Current tax liabilities (net) - 7.94 7.94 - 7.26 7.26 - 69.84 69.84
(b) Provisions 7.19 - 7.19 3.59 - 3.59 1.36 7.72 9.08
(e) Other non-financial liabilities 77.03 - 77.03 120.33 - 120.33 71.19 - 71.19
Total non-financial liabilities (E) 84.22 7.94 92.16 123.92 7.26 131.18 72.55 77.56 150.11
TOTAL LIABILITIES (F = D+E) 2,943.09 27,475.35 30,418.44 5,501.58 13,047.84 18,549.42 1,813.03 434.15 2,247.18
NET TOTAL ASSETS / (LIABILITIES) (C-F) 3,984.32 46,017.84 50,002.16 11,093.76 30,166.12 41,259.88 7,189.71 27,355.99 34,545.70
Note:
The Company in addition to generating operating income from merchant banking activities, is also a holding Company of profitable subsidiaries involved in diversified businesses and receives dividend distribution at regular interval and will be
comfortably able to meet it's obligations at all points of time.
F - 78
44 Analysis of financial liabilities, financial assets, derivatives and financial commitments by remaining contractual maturities
The table below summarises the maturity profile of the undiscounted cash flows of the Company's financial liabilities, financial assets, derivatives and financial commitments as at 31
March. All OTC derivatives used for hedging are shown by maturity, based on their contractual undiscounted payment obligations. All exchange traded derivatives held for trading are
analysed based on expected maturity.
As at 31-Mar-22
Non-derivative financial liabilities Upto Between Between 6 Between More than Total
3 months 3 to 6 months months to 1 year 1 year to 3 years 3 years
Trade payables 952.15 - - - - 952.15
Borrowings (other than debt securities) - - - - - -
Debt securities 143.85 86.19 113.31 14,062.35 9,916.42 24,322.12
Other financial liabilities 1,563.37 3,488.64 5,052.01
Total undiscounted non-derivative financial liabilities 2,659.37 86.19 113.31 17,550.99 9,916.42 30,326.28
Non-derivative financial assets Upto 3 Between 3 to Between 6 Between More than 3 Total
months 6 months months to 1 year 1 year to 3 years 3 years
Cash and cash equivalent and other bank balances 5,158.42 - - - - 5,158.42
Stock-in-trade -
Trade receivables 123.64 - - - - 123.64
Loans 886.11 - - 20,817.70 21,703.81
Investments at fair value through profit or loss 92.14 - - - 49,540.49 49,632.63
Other financial assets 76.44 - 590.66 248.54 915.64
Total undiscounted non-derivative financial assets 6,336.75 - 590.66 21,066.24 49,540.49 77,534.14
Note:
The Company in addition to generating operating income from merchant banking activities, is also a holding Company of profitable subsidiaries involved in diversified businesses and
receives dividend distribution at regular interval and will be comfortably able to meet it's obligations at all points of time.
Derivatives Upto 3 Between 3 to Between 6 Between More than 3 Total

Net settled derivatives entered into for trading purposes - - - - - -
Other net settled derivatives - - - - - -
Total - - - - - -
Commitments Upto 3 Between 3 to Between 6 Between 1 More than 3 Total

months 6 months months to 1 year to 3 years years
Financial Guarantee and contracts issued 10,796.00 2,504.90 16.60 15,830.27 5,732.90 34,880.67
As at 31-Mar-21
Trade payables 2,354.43 - - - - 2,354.43
Borrowings (other than debt securities) 1,091.16 - - - - 1,091.16
Debt securities 57.09 52.02 125.71 2,423.92 4,630.21 7,288.95
Other financial liabilities 1,697.26 - - 5,986.44 - 7,683.70
Total undiscounted non-derivative financial liabilities 5,199.94 52.02 125.71 8,410.36 4,630.21 18,418.24
Cash and cash equivalent and other bank balances 1,490.00 - - - - 1,490.00
Trade receivables 191.00 - - - - 191.00
Loans 12,472.43 - - - - 12,472.43
Investments at fair value through profit or loss 2,137.19 - - - 41,680.13 43,817.32
Other financial assets 304.72 - - 324.63 - 629.35
Total undiscounted non-derivative financial assets 16,595.34 - - 324.63 41,680.13 58,600.10

Net settled derivatives entered into for trading purposes 6.12 - - - - 6.12
Other net settled derivatives -
Total 6.12 - - - - 6.12

Financial Guarantee and contracts issued 7,240.00 1,171.10 6,090.20 16,169.74 7,501.64 38,172.68
F - 79
44 Analysis of financial liabilities, financial assets, derivatives and financial commitments by remaining contractual maturities
As at 31-Mar-20
Trade payables 53.35 53.35
Borrowings (other than debt securities) 732.51 732.51
Debt securities 734.12 734.12
Other financial liabilities 577.09 577.09
Total undiscounted non-derivative financial liabilities 2,097.07 - - - - 2,097.07
Cash and cash equivalent and other bank balances 23.21 23.21
Trade receivables 316.80 316.80
Loans 6.73 6.73
Investments at fair value through profit or loss 8,338.58 26,334.29 34,672.87
Other financial assets 317.42 378.00 695.42
Total undiscounted non-derivative financial assets 9,002.74 - - 378.00 26,334.29 35,715.03

Net settled derivatives entered into for trading purposes (1.89) - - - - (1.89)
Other net settled derivatives - - - - - -
Total (1.89) - - - - (1.89)

Financial Guarantee and contracts issued - - - 91,024.10 - 91,024.10
Note:
The Company has undrawn lines of credit available aggregating ₹ Nil million as at 31 March 2022 (FY 2020-21 ` Nil million, FY 2019-20 Nil million ) to meet any possible liquidity
shortfall.
F - 80
45 Total market risk exposure

Fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates and equity prices. The Company classifies exposures to market risk
into either trading or non–trading portfolios and manages each of those portfolios separately. Fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest
rates, foreign exchange rates and equity prices. The Company classifies exposures to market risk into either trading or non–trading portfolios and manages each of those portfolios separately. Such risks the market risk
for the trading portfolio is managed and monitored based on a VaR methodology that reflects the interdependency between risk variables. Non–trading positions are managed and monitored using other sensitivity
analyses.

Carrying amount Traded risk Non-traded risk Carrying amount Traded risk Non-traded risk Carrying amount Traded risk Non-traded risk
Assets
Cash and cash equivalent and other
bank balances 5,158.42 - 5,158.42 1,490.00 - 1,490.00 23.21 - 23.21
Trade receivables 123.64 - 123.64 191.00 - 191.00 316.80 - 316.80
Loans at amortised cost 21,703.81 - 21,703.81 12,472.43 - 12,472.43 6.73 - 6.73
Financial investments– FVTPL 92.14 92.14 - 27.40 27.40 - 34,648.92 - 34,648.92
Financial investments– at cost 49,540.49 - 49,540.49 43,789.92 - 43,789.92 23.95 23.95
Other Financial assets 915.64 - 915.64 629.35 - 629.35 695.42 15.28 680.14
Total 77,534.14 92.14 77,442.00 58,600.10 27.40 58,572.70 35,715.03 39.23 35,675.80
Liability
Borrowings (other than debt securities) - - - 1,091.16 - 1,091.16 732.51 - 732.51
Debt securities 24,322.12 - 24,322.12 7,288.95 - 7,288.95 734.12 - 734.12
Trade payables 952.15 - 952.15 2,354.43 - 2,354.43 53.35 - 53.35
Other financial liabilities 5,052.01 - 5,052.01 7,683.70 - 7,683.70 577.09 - 577.09
Total 30,326.28 - 30,326.28 18,418.24 - 18,418.24 2,097.07 - 2,097.07
F - 81
46 Disclosure related to collateral

Following table sets out availability of Company assets to support funding
Pledge as
As at 31 March 2022
collateral Available as collateral Total carrying amount
Cash and cash equivalent including bank balance 30.00 4,884.05 4,914.05
Trade receivables 123.64 - 123.64
Loans 15,729.71 5,974.10 21,703.81
Investments 2,285.56 47,347.07 49,632.63
Other financial assets - 667.10 667.10
Property, plant and equipment - 5.71 5.71
Other non financial assets - 769.70 769.70
Total assets 18,168.91 59,647.73 77,816.64
Pledge as
As at 31 March 2021 Available as collateral Total carrying amount
collateral
Cash and cash equivalent including bank balance - 647.78 647.78
Loans 3,811.57 8,660.86 12,472.43
Investments 448.64 43,368.68 43,817.32
Total assets 4,451.21 53,123.91 57,575.12
Pledge as
As at 31 March 2020 Available as collateral Total carrying amount
collateral
Cash and cash equivalent including bank balance - 23.21 23.21
Trade receivables - 316.80 316.80
Loans - 6.73 6.73
Investments - 34,672.87 34,672.87
Capital work in progress - 9.16 9.16
Total assets - 35,509.74 35,509.74
47 Analysis of risk concentration

Industry analysis - risk concentration
As at 31 March 2022 Financial services Others Total
Financial assets
Cash and cash equivalentand other bank balances 5,158.42 - 5,158.42
Loans 21,703.81 - 21,703.81
Investments 49,632.63 - 49,632.63
Other financial assets 915.64 - 915.64
Total assets 77,534.14 - 77,534.14
As at 31 March 2021
Financial services Others Total
Financial assets
Cash and cash equivalentand other bank balances 1,490.00 - 1,490.00
Loans 12,472.43 - 12,472.43
Investments 43,817.32 - 43,817.32
Total assets 58,600.10 - 58,600.10
As at 31 March 2020
Financial services Others Total
Financial assets
Cash and cash equivalentand other bank balances 23.21 - 23.21
Loans 6.73 - 6.73
Investments 34,672.87 - 34,672.87
Total assets 35,715.03 - 35,715.03
F - 82
48. Impact of Covid

(FY 2021-22)
The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, intangibles, investments and other assets
and repayment ability of its borrowers. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the Company has
used internal and external sources of information. The Company has assessed the impact of the COVID-19 pandemic on its liquidity and ability to repay its obligations as and when they are
due. Management has considered various financial support from banks and other fundraising opportunities in determining the Company’s liquidity position over the next 12 months.
The Company has reviewed the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company’s
reformatted standalone financial information may differ from that estimated as at the date of approval of these reformatted standalone financial information and the Company will continue
to closely monitor any material changes to future economic conditions.
(FY 2020-21)
The COVID-19 pandemic outbreak across the world including India has resulted in most countries announcing lockdowns and quarantine measures that have sharply stalled economic
activities across the world. The Indian Government too has imposed lockdowns starting from 24 March 2020. Subsequently, the national lockdown was lifted by the government for certain
activities in a phased manner outside specified containment zones, but regional lockdowns/restrictions continued to be implemented in areas with a significant number of COVID-19 cases.
The Indian economy is impacted and would continue to be impacted by this pandemic and the resultant lockdown, due to the contraction in industrial and services output across small and
large businesses. The impact of the COVID-19 pandemic, including the current “second wave” on Company’s results, including gain/loss on fair value changes, investment, remains uncertain
and dependent on the current and further spread of COVID-19, steps taken by the government and other regulators to mitigate the economic impact and also the time it takes for economic
activities to resume and reach the normal levels. Further, the Company has assessed the impact of the COVID-19 pandemic on its liquidity and ability to repay its obligations as and when
they are due. Management has considered various financial support from banks and other fundraising opportunities in determining the Company's liquidity position over the next 12
months. Based on the foregoing and necessary stress tests considering various scenarios, management believes that the Company will be able to pay its obligations as and when these
become due in the foreseeable future. In assessing the recoverability of loans, receivables, deferred tax assets and investments, the Company has considered internal and external sources
of information, including credit reports, economic forecasts and industry reports up to the date of approval of these financial results. Since the situation continue to evolve, its effect on the
operations of the Company may be different from that estimated as at the date of approval of these financial results. The Company will continue to closely monitor material changes in
markets and future economic conditions.
(FY 2019-20)
The COVID-19 pandemic outbreak across the world including India has resulted in most countries announcing lockdowns and quarantine measures that have sharply stalled economic
activities across the world. The Indian Government too has imposed lockdowns starting from March 24, 2020. The Indian economy is impacted and would continue to be impacted by this
pandemic and the resultant lockdown, due to the contraction in industrial and services output across small and large businesses. The impact of the COVID -19 pandemic on the Company’s
results, including credit quality and provisions, gain/ loss on fair value changes, investment impairments, remains uncertain and dependent on the current and further spread of COVID -19,
steps taken by the government and other regulators to mitigate the economic impact and also the time it takes for economic activities to resume and reach the normal levels.
As at 31 March 2020, the Company has sufficient capital and liquidity position. Asset quality is being reviewed as part of the risk management and provisioning assessment. With sufficient
capital, liquidity and ability to raise funds, provides adequate support that Company would continue to fulfil all required contractual obligations. The management believes that the Company
will be able to pay its obligations as and when these become due in the foreseeable future. The Company would continue to focus on maintaining adequate capital and ensuring liquidity at
all points in time.
In assessing the recoverability of loans, receivables, intangible assets, deferred tax assets and investments, the Company has considered internal and external sources of information,
including credit reports, economic forecasts and industry reports up to the date of approval of these financial results. Since the situation is rapidly evolving, its effect on the operations of the
Company may be different from that estimated as at the date of approval of these financial results. The Company will continue to closely monitor material changes in markets and future
economic conditions.
49. (FY 2020-2021)

During the year ended 31 March 2021, EFSL sold its controlling stake in Edelweiss Securities Limited to Edelweiss Global Wealth Management Limited (wholly owned subsidiary), in
accordance with the transaction consummated with PAGAC ECSTACY PTE. LTD (PAG), a private investment firm. The difference between the carrying value of equity sold and proceeds
received on sale have been accounted for as a gain amounting to ₹ 15,378.70 million in the reformatted standalone statement of profit and loss as ‘other income’.
50. Events after reporting date

( FY 2021-2022)
The Company has evaluated all events that occur after standalone statement of assets and liabilities date through the date when the reformatted standalone financial information were
issued to determine if they must be reported. The management of the company determined that there were no reportable subsequent events to be disclosed other than below:
The Board of Directors of the Company (“Board”) at their meeting held on May 13, 2022 has approved the Scheme of Arrangement between the Company and Edelweiss Securities Limited
(“Resulting Company” or “ESL”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013
(“Act”) (“Scheme”) which inter alia, provides for demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resulting Company on
a going concern basis and reduction of the capital of the Resulting Company in the manner set out in the Scheme. Post necessary regulatory and statutory approvals, the equity shares of the
Resulting Company shall be listed on BSE Limited and the National Stock Exchange of India Limited.
( FY 2019-2020)
ECL Finance Limited, Edelweiss Finvest Private Limited, Edelweiss Retail Finance Limited (together ‘subsidiaries’) of the Company had initiated sale of certain financial assets before March
31, 2020 and for which definitive contracts were executed post the standalone statement of assets and liabilities. These financial assets sold subsequent to March 31, 2020, amounted to ₹
16,570 million to alternative assets fund and asset reconstruction companies trusts. As per Ind AS 109, Financial Instruments, prescribed under section 133 of the Companies Act, 2013
significant judgement is involved in classification of assets which has been accentuated on account of factors caused by COVID 19. Accordingly, management of these subsidiary companies
assessed that such loans sold by these subsidiaries subsequent to March 31, 2020 had an increased risk but were not credit impaired. Of the above, on ₹ 8,450 million sold to alternative
asset funds, the Company, has, vide a put agreement dated July 1, 2020, undertaken to purchase part of these financial assets amounting to ₹ 4,500 million under certain contingencies as
per the agreement. Further, on financial assets amounting to ₹ 8,120 million sold to asset reconstruction trusts, the Company, and ERCSL, a subsidiary, have, guaranteed significant risks and
assumed rewards in respect of an aggregate value of financial assets of ₹ 6,120 million. As at March 31, 2020, there are no impact on the reformatted standalone financial information of the
Company and on the Group’s Reformatted Consolidated Financial information other than expected credit loss already provided amounting to ₹ 5,560 million in the Reformatted
Consolidated Financial information.
(FY 2019-2020)
Pursuant to shareholders agreement between CDPQ Private Equity Asia Pte. Ltd. (CDPQ), Edelweiss Financial Services Limited (EFSL) the Company, has undertaken to make equity
investment in ECL Finance (ECLF), a subsidiary company of an amount equivalent to losses, if any, incurred by ECLF on certain identified financial assets. CDPQ and the Company currently
are in discussions on various matters in connection with such undertaking by the Company. Pending finalisation of these matters, the Company has determined that there is no commitment
as at March 31, 2020.
F - 83
51. Details of Benami Property held

The Company does not have any benami property, where any proceeding has been initiated or pending against the company for holding any Benami
property.
52. Where the Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose the following:-
The Company has been sanctioned working capital limits from bank during the year on the basis of security of current assets of the Company. The
Company had closed the sanctioned workings capital limit within a month and accordingly was not required to file any return/statement with the bank.
During the year the Company has availed overdraft facility from one Bank and pursuant to confirmation received from the said bank, there was no
requirement to file any return/statement with the bank.
53. Wilful Defaulter

The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.
54. Relationship with Struck off Companies
Where the company has any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act,
1956, the Company shall disclose the following details, namely:-
(FY 2021-22)
Relationship with the

Name of struck off Company Nature of transactions with struck-off Company Balance outstanding Struck off company, if
any
Provenance Land Private Limited Business Promotions - None

Aakanksha Leasing And Services
Private Ltd Commission and Brokerage Expense - None
Br Wealth Advisors Private Limited Commission and Brokerage Expense - None
(FY 2020-21) and (FY 2019-20)

The company doesn’t have any transactions with the companies struck off under section 248 of Companies Act, 2013
55. Registration of charges or satisfaction with Registrar of Companies (ROC)

The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
F - 84
56. Utilisation of Borrowed funds and share premium:

FY 2021-22
A) During the year, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the intermediary shall, other than as disclosed in note (1) below:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security, or the like to or on behalf of the Ultimate Beneficiaries
Note (1)
During the year, the Company has given loans to its subsidiaries/fellow subsidiary companies in the ordinary course of business, which are at Arm’s length and the same is approved by Board Audit Committee of the Company . The Company confirms that the
below transactions are in accordance with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013 and the such transactions are not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
(FY 2021-2022)
S.No. Name of Intermediary Nature Date Rupees in millions Name of Company in Nature Date Rupees in millions Remarks
which investment done by
Intermediary
1 Edelweiss Securities And Loan Given 28-Mar-22 846.50 Edel Finance Company Investment in Equity 28-Mar-22 846.50 1) ESIPL is wholly owned subsidiary of EFSL. As per Group
Investments Private Limited Limited (Edel Finance) restructuring plan, ESIPL will be holding Company for Asset
(ESIPL) Reconstruction Business.
2) ESIPL has purchased equity shares of Edelweiss Asset
Reconstruction Company Limited (EARC) from Edel finance
and ERCSL.
3) During the year, ESIPL has repaid ` 850 million to
Edelweiss Financial Services Limited (EFSL) and Closing
Balance as at 31 March 2022 is ` 1,447 million.
2 Edelweiss Securities And Loan Given 28-Mar-22 1,450.00 Edelweiss Rural & Investment in Equity 28-Mar-22 1,450.00
Investments Private Limited Corporate Services Limited
(ESIPL) (ERCSL)
3 Edelweiss Rural & Corporate Loan Given Various dates 5,714 Edelweiss Investment Loan Given Various dates 5,713.55 ERCSL and EIAL is wholly owned subsidiary of Edelweiss
Services Limited (ERCSL) Adviser Limited (EIAL) Financial Services Limited
4 Edelweiss Rural & Corporate Loan Given Various dates 6,585 Edel Finance Company Loan Given Various dates 6,585.00 1) ERCSL and Edel Finance Company Limited ( Edel Finance)
Services Limited Limited (Edel Finance) are wholly owned subsidiary of Edelweiss Financial
Services Limited.
2) Edel finance has repaid ` 3,952.40 million back to ERCSL
and ERCSL has also repaid the same back to EFSL .
5 Edelweiss Rural & Corporate Loan Given Various dates 8,200 ECL Finance Limited (ECL Loan Given 21-Dec-21 8,200.00 1) ERCSL and ECL Finance are wholly owned subsidiary of
Services Limited Finance) EFSL.
2) ECl finance has repaid ` 7,420 million back to ERCSL and
ERCSL has also repaid the same back to EFSL .
6 Edelweiss Rural & Corporate Loan Given 09-Jun-22 1,130 Edel Land Limited (Edel Loan Given 9-Jun-22 1,130.00 1) ERCSL and Edel Land are wholly owned subsidiary of
Services Limited Land) EFSL.
2) Edel Land has repaid ` 1,130 million back to ERCSL and
ERCSL has also repaid the same back to EFSL.
23,925 23,925
F - 85
56. Utilisation of Borrowed funds and share premium:
(B) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall, other than as disclosed in note (2)
below
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
Note (2)
During the year, the Company has taken loans and given loans to its subsidiary company in the ordinary course of business, are at Arm’s length and the same is approved by Board Audit Committee of the Company. The Company confirms that the below
transactions are in accordance with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act, 2013 and the such transactions are not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
(FY 2021-2022)
S.No. Name of Lender Nature Date Rupees in millions Loan given Nature Date Rupees in millions Remarks
1 Beacon Trustee ( Various NCD Borrowing 5-Oct-21 4,000 ECL finance Loan given 06-Oct-21 4,000 1) As per agreement loan was taken by the Company, for
lenders) the purpose of repayment of existing banking liabilities of
ECL Finance.
2) During the year ECL finance has repaid ` 4,000 million
to EFSL .
Note (3)
Based on the legal opinion obtained by the Company, the transactions undertaken by NBFC-CIC of borrowing/lending/investment to and from its holding/subsidiary/affiliate/group entity(ies) or borrowing from outside the Group for onward lending/investments for
carrying on their respective business in ordinary course will not attract reporting under Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014 (the 'Rules'). Accordingly, transactions undertaken by the Company with Edel Finance Company Limited (NBFC CIC)
is not disclosed under the Rules.
(FY 2020-2021 and FY 2019-2020)

The reporting under Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014 (the “ Regulations”) to the Companies Act, 2013, has become effective in respect of financial years commencing on or after 1 April 2021 onwards. As the said Regulations for
reporting is not applicable on or before March 31, 2021, and accordingly the Company has not disclosed the transactions for the financial year ending 2021 and 2020.
F - 86
57. Undisclosed income

The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
58. The Company Doesn’t have any immovable properties whose title deeds are not held in name of the Company.
59. Loans and Advances
(FY 2021-2022)
The Company has granted loans or advances to Group companies in the nature of loans, without specifying period of repayment of principal to companies. However, during the financial year 2021-
22, the Company has executed supplementary agreement with all such Group companies to stipulate the schedule for repayment of principal. The repayment of principal as per supplementary
agreement is not due on these loans. Of these following are the details of the aggregate amount of loans or advances in the nature of loans granted to promoters or related parties as defined in
clause (76) of section 2 of the Companies Act, 2013:
Type of Borrowers Amount of loan or advance in the nature of loan Aggregate amount of loans/ advances Percentage to the total Loans and
outstanding in nature of loans Advances in the nature of loans*
Promoters - - -
Directors - - -
KMPs - - -
Related Parties - 9,701.55 45.37%
* Percentage of aggregate loans granted during the year
( FY 2020-2021)
The Company has granted loans or advances to Group companies in the nature of loans, without specifying period of repayment of principal to companies. Of these following are the details of the
aggregate amount of loans or advances in the nature of loans granted to promoters or related parties as defined in clause (76) of section 2 of the Companies Act, 2013:
outstanding in nature of loans Advances in the nature of loans*
Promoters - - -
Directors - - -
KMPs - - -
Related Parties 12,403.58 56,269.00 100.00%
* Percentage of aggregate loans granted during the year
( FY 2019-2020)
The Company has granted loans or advances to Group companies in the nature of loans, without specifying period of repayment of principal to companies. Of these following are the details of the
aggregate amount of loans or advances in the nature of loans granted to promoters or related parties as defined in clause (76) of section 2 of the Companies Act, 2013:
Promoters - - -
Directors - - -
KMPs - - -
Related Parties - 0.19 100.00%
60. (FY 2021-2022)

The Board of Directors at their meeting held on 27 May 2022, have recommended a final dividend of `1.20 per equity share (on face value of ` 1 per equity share), subject to the approval of the
members at the ensuing Annual General Meeting.
( FY 2020-2021)
The Board of Directors at their meeting held on 11 June 2021, have recommended a final dividend of ₹ 0.55 per equity share (on face value of ₹ 1 per equity share), subject to the approval of the
members at the ensuing Annual General Meeting.
61. (FY 2021-22, FY 2020-21)

The Indian Parliament has approved the Code on Social Security, 2020 which subsumes the Provident Fund and the Gratuity Act and rules there under. The Ministry of Labour and Employment has
also released draft rules thereunder on 13 November 2020 and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will evaluate the rules,
assess the impact if any, and account for the same once the rules are notified and become effective.
62. (FY 2021-2022)

During the year ended 31 March 2022, three subsidiaries of the Company had sold certain financial assets amounting to ` 11,424.10 million (net of provisions) to various asset reconstructions
company trusts (‘ARC Trusts’) and acquired security receipts (SR) amounting to ` 9,455.70 million from these ARC Trusts. Ind AS 109 – ‘Financial Instruments’, prescribed under section 133 of the
Companies Act, 2013, requires substantially all risks and rewards to be transferred for the purpose of de-recognition of such financial assets from these subsidiaries’ reformatted financial information.
The Company had undertaken substantially all risks and rewards in respect of such financial assets. As a result, these financial assets were de-recognized in subsidiaries’ reformatted financial
information. Based on assessment of probability of default, loss given default in respect of these financial assets and in light of various factors viz. exposures to certain sectors and assessment of
credit and market risks for certain counter parties relative to such risks at initial recognition, the company has recorded fair value gain of ` 921.14 million (net) for the year ended and is included in
“Net gain on fair value changes”.
(FY 2020-2021)
During earlier years and for the year ended 31 March 2021, four subsidiaries of the Company had sold certain financial assets amounting to ₹ 61,568.90 million (net of provisions) and ₹ 10,711.50
million (net of provisions) respectively to various asset reconstructions company trusts (‘ARC Trusts’) and acquired security receipts (SR) amounting to ₹ 49,858.40 million and ₹ 8,801.10 million
respectively from these ARC Trusts. Ind AS 109 – ‘Financial Instruments’, prescribed under section 133 of the Companies Act, 2013, requires substantially all risks and rewards to be transferred for the
purpose of de-recognition of such financial assets from these subsidiaries’ reformatted financial information. The Company and Edelweiss Rural and Corporate Services Limited (ERCSL), another
subsidiary, had undertaken substantially all risks and rewards in respect of such financial assets. As a result, these financial assets were de-recognized in subsidiaries’ reformatted financial
information.
F - 87
Based on a review performed by management of these subsidiaries and the Company, with effect from 01 January 2021, has directly undertaken substantially all risks and rewards and consequently
ERCSL is relieved of its obligations. Further and pursuant to such review, with effect from 01 January 2021, certain terms and conditions of risk and reward agreements have been amended. The
Board of Directors of subsidiaries, ERCSL and the Company in their respective meetings held on 04 June 2021, 10 June 2021 and 11 June 2021 have approved such changes to risk and reward
agreements.
During the year ended 31 March 2021, the Company re-assessed probability of default, loss given default in respect of these financial assets and in light of various factors viz. operational challenges
for exposures to certain sectors, increase in credit and market risks for certain counter parties relative to such risks at initial recognition, continued impact of COVID-19 factors. Such re-assessments
resulted in recognition of higher amount of loss on fair value changes for the year ended 31 March 2021. Accordingly, the Company has recorded for the year ended 31 March 2021 an amount of ₹
4,426.30 million towards net loss as substantially all risks and rewards are undertaken by the Company. Accordingly, profit before tax of the Company for the year ended 31 March 2021 is lower by ₹
4,426.30 million.
(FY 2019-2020)
During the year ended March 31, 2020 and March 31, 2019, ECL Finance, Edelweiss Finvest Private Limited, Edelweiss Retail Finance Limited and Edelweiss Housing Finance Limited (together
‘subsidiaries’) of the Company have sold certain financial assets aggregating to ₹ 53,140 million (net of provisions and losses) and ₹ 5,830 million (net of provisions of losses) respectively to various
asset reconstructions company trusts (‘ARC Trusts’) and acquired security receipts (SR) amounting to ₹ 47,650 million. Ind AS 109 - Financial Instruments, prescribed under section 133 of the
Companies Act, 2013, requires substantial risks and rewards to be transferred for the purpose of de-recognition of such financial assets from these subsidiaries’ reformatted financial information.
EFSL, the holding company, and Edelweiss Rural and Corporate Services Limited (ERCSL), a subsidiary, have guaranteed significant risks and assumed rewards in respect of financial assets aggregating
to ₹ 35,570 million. As a result, these financial assets are de-recognized in subsidiaries’ reformatted financial information. Further, as the risks and rewards continues in the Group, these are
accounted as financial assets in the Reformatted Consolidated Financial information of the Group and the consequent expected credit loss, if any, will be recorded in the reformatted financial
information of ERCSL or the Company.
F - 88
63. (FY 2021-2022)

Pursuant to amendments in risk and rewards agreement between the subsidiaries, ERCSL and the Company (as mentioned in note above), with effect from 01 January 2021, fees payable on security
receipts (ARC management Fee) has been agreed to be borne by the Company, as the risk and rewards are undertaken by the Company. Accordingly, an amount of `2,166.33 million (Previous year: ₹
489.25 million) towards such expenses have been recorded by the Company.
(FY 2020-2021)
Pursuant to amendments in risk and rewards agreement between the subsidiaries, ERCSL and the Company (as mentioned in note above), with effect from 01 January 2021, fees payable on security
receipts (ARC Fee) has been agreed to be borne by the Company, as the risk and rewards are undertaken by the Company. Accordingly, an amount of ₹ 489.25 million towards such expenses have
been recorded by the Company. Accordingly, profit before tax of the Company for the year ended 31 March 2021 is lower by ₹ 489.25 million.
64. (FY 2021-2022)

During the year ended 31 March 2022, the Company has recorded a fair value gain of ` 3,150 million for its investment in Edelweiss Securities and Investments Private Limited based on fair valuation
report obtained from registered valuer and on account of Composite scheme of Arrangement between the Company’s subsidiary and associate Companies i.e. Edelweiss Securities Limited ("ESL"),
Edelweiss Securities and Investments Private Limited ("ESIPL"), Edelweiss Global Wealth Management Limited ("EGWML") and their respective shareholders and creditors, under section 230 to 232
and other applicable provisions of the Companies Act, 2013 for Demerger of Asset Management Business from ESL into ESIPL. The National Company Law Tribunal Bench at Mumbai (Tribunal) has
approved the aforementioned Scheme on 31 March 2022 under the applicable provisions of the Companies Act, 2013. Certified copy of the said order of the Tribunal was received by the Company on
05 April 2022 and filed with the Registrar of Companies on 22 April 2022.
65. (FY 2021-2022)

Under Shareholders’ Agreement dated 05 March 2019, entered between Edelweiss Financial Services Limited (EFSL), CDPQ Private Equity Asia PTE. Limited (CDPQ) and ECL Finance Limited (together
referred as Parties), EFSL had agreed, pursuant to clause 8.1 & 8.2 to make equity investment of an amount equivalent to the amount of losses on Select real state/structured finance Loans (Select
Loans) into ECL Finance Limited within six months of the default leading to loss incurred by the ECL Finance Limited on or before the date of the conversion of the Investor CCDs into Equity Shares.
The rationale for this undertaking was to keep the total equity/net worth of ECL Finance Limited unimpacted on account of impairment in these loan accounts. During the previous year, Parties have
agreed and concluded that loss event for two of the borrowers in the Select Loans have crystalized and hence, EFSL has agreed to make good the loss amounting to ` 1400.10 million incurred by ECL
Finance Limited in earlier years. Accordingly, EFSL has recorded such loss in its profit and loss during last year. The Parties have agreed that no loss event has been crystalized in respect of other
Select Loans amounts mentioned in above said clauses of the agreement and hence there is no obligation of the Company.
(FY 2020-2021)
Under the Shareholders’ Agreement dated 05 March 2019, entered between Edelweiss Financial Services Limited (EFSL), CDPQ Private Equity Asia PTE. Limited (CDPQ) and ECL Finance Limited
(together referred as Parties), EFSL had agreed, pursuant to clause 8.1 & 8.2 to make equity investment of an amount equivalent to the amount of losses on Select real estate/structured finance
Loans (Select Loans) into ECL Finance Limited within six months of the default leading to loss incurred by the ECL Finance Limited on or before the date of the conversion of the Investor CCDs into
Equity Shares. The rationale for this undertaking was to keep the total equity/net worth of ECL Finance Limited unimpacted on account of impairment in these loan accounts. During the year ended
31 March 2021, Parties have agreed and concluded that loss event for two of the borrowers in the Select Loans have crystalized and hence, EFSL has agreed to make good the loss amounting to ₹
1,400.10 million incurred by ECL Finance Limited in earlier years. Accordingly, EFSL has recorded such loss in its profit and loss for the year ended 31 March 2021. The Parties have agreed that no loss
event has been crystalized in respect of other Select Loans amounts mentioned in above said clauses of the agreement and hence there is no obligation EFSL has as at 31 March 2021.
F - 89
66. (FY 2021-2022)

During the year ended 31 March 2022, employee benefits expense includes a reversal of long term incentive plan of 650.00 million and created additional bonus provision amounting to
731.00 million during the year ended 31 March 2022.
67. (FY 2021-2022)

During the year ended 31 March 2022, other income includes gain amounting to 5,315.75 million (FY 2020-21: 13,714.85 million) on sale of investments in its subsidiaries.
(FY 2020-2021)
During the year ended 31 March 2021, EFSL sold its controlling stake in Edelweiss Securities Limited to Edelweiss Global Wealth Management Limited (wholly owned subsidiary), in
accordance with the transaction consummated with PAGAC ECSTACY PTE. LTD (PAG), a private investment firm. The difference between the carrying value of equity sold and proceeds
received on sale have been accounted for as a gain amounting to ₹ 15,378.70 million in the statement of profit and loss as ‘other income’.
68. (FY 2021-2022)

During the year ended 31 March 2022, certain assets amounting to 2,720.00 million were sold to alternative assets funds by the subsidiary NBFCs. The Company has, vide a put agreement
dated 04 February 2022, has guaranteed / undertaken to purchase these financial assets amounting to 2,720.00 million on occurrence of certain trigger event as per the agreement.
69. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has
reviewed and ensured that adequate provision as required under any law/ accounting standards for material foreseeable losses on such long term contracts (including derivative
contracts) has been made in the books of accounts.
70. Ratio Analysis
Year Ended Year Ended Year Ended

Particulars As at 31 March 2022 As at 31 March 2021 As at 31 March 2020 Remarks
Increase in Total Debt from 1,466 millions in FY

2019-20 to 8,380 million in 2020-21 to 24,322
million in FY 2021-22, resulted in increase in Debt-
1 Debt-Equity Ratio 0.49 0.20 0.04 Equity ratio.
As stated above, increase in total debt has
resulted in increase in finance cost and
consequently decrease in Interest service
coverage ratio from FY 2020-21 to FY 2021-22.
During FY 2020-21 and FY 2021-22 there is
2 Interest Service Coverage Ratio 4.99 8.13 3.46 increase in net profit margin which has resulted
Increase in Total Debt from 1,466 millions in FY
2190-20 to 8,380 million in 2020-21 to 24,322
million in FY 2021-22, resulted in increase in total
3 Total debt to Total assets (%) 30.24% 14.01% 3.99% debt to Total assets ratio.
Increase in Net Profit from 825.79 million in FY
2019-20 to 7,162 million in FY 2020-21 to 9,333
million in FY 2021-22, resulted in increase in Net
4 Net profit margin (%) 68.01% 41.60% 31.88% profit margin ratio.
Notes:
1 Debt-equity Ratio = Total debt (Debt securities + Borrowings other than debt securities) / Net worth
2 Interest Service Coverage Ratio = Profit before interest and Tax / interest expense
3 Total debt to Total assets = (Debt securities + Borrowings other than debt securities) / Total assets
4 Net profit margin = Net Profit for the year / Total income
5 Capital to risk-weighted assets ratio ( CRAR), Tier 1 CRAR, Tier II CRAR and Liquidity Coverage Ratio are not applicable owing to business model of the company.
71. The Company is in compliance with number of layers of companies, as prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers)
Rules, 2017.
72. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial year and any of the previous financial years.
F - 90
73. Previous year’s figures have been regrouped / reclassified to conform to current year presentation.
The accompanying notes are an integral part of reformatted standalone financial information.


F - 91
STANDALONE STATEMENT OF DIVIDEND Annexure VI
Particulars March 31, 2022 March 31, 2021 March 31, 2020
Equity Share Capital (` in Million) 943.10 935.80 934.41
Face Value Per Equity Share (`) (a) 1.00 1.00 1.00
Interim Dividend on Equity Shares (` per Equity Share) (b) 0.25 0.90 -
Interim Dividend on Equity Shares (` in Million) 235.77 842.22 -
Interim Dividend Declared Rate (In %) (c=b/a) 25% 90% -
Final Dividend on Equity Shares (` per Equity Share) (d) 1.20 0.55 -
Final Dividend on Equity Shares (` in Million) 1,131.72 515.23 -
Final Dividend Declared Rate (In %) (e=d/a) 120% 55% -
For and on behalf of the Board of Directors
Rashesh Shah Himanshu Kaji

Chairman & Managing Director Executive Director
DIN: 00008322 DIN : 00009438

Mumbai 22 September 2022
F - 92
Chartered Accountants Dadar (West)
Mumbai - 400 028, India
Tel: +91 22 6819 8000
Auditors’ Report on the reformatted consolidated statement of assets and liabilities as at March
31, 2022, 2021 and 2020, reformatted consolidated statements of profit and loss and reformatted
consolidated cash flows and statement of changes in equity for the each of the years ended March
31, 2022, 2021 and 2020 of Edelweiss Financial Services Limited (collectively, the “Reformatted
Consolidated Financial Information”)

Edelweiss House, Off. C.S.T. Road,
Kalina, Mumbai – 400 098
Dear Sirs / Madams,
1. We have examined the attached Reformatted Consolidated Financial Information of Edelweiss

Financial Services Limited (the “Company” or “Holding Company), its subsidiary companies and
trust (the Company, its subsidiaries and trusts together referred to as “the Group”) and its
associate as at March 31, 2022, 2021 and 2020 and for each of the years ended March 31, 2022,
2021 and 2020 annexed to this report and prepared by the Company for the purpose of inclusion
in the offer document in connection with its proposed issue of Secured Redeemable Non-
Convertible Debentures of face value of Rs. 1,000 each (“NCD”). The Reformatted Consolidated
Financial Information, which have been approved by the Debenture Fund Raising Committee of
the Board of Directors of the Company, have been prepared by the Company in accordance with
the requirements of:
a) Section 26 of Chapter III of The Companies Act, 2013, as amended (the “Act”); and
b) relevant provisions of the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021 (‘the Regulations’) issued by the Securities and
Exchange Board of India (“SEBI”), as amended from time to time in pursuance of the Securities
and Exchange Board of India Act, 1992 (the “SEBI Act”) vide notification no. SEBI/LAD-
NRO/GN/2021/39 dated August 09, 2021.
Management’s Responsibility for the Reformatted Consolidated Financial Information
2. The preparation of Reformatted Consolidated Financial Information is based on audited

consolidated financial statements of the Group prepared in accordance with the Indian
Accounting Standard (referred to as “Ind AS”) as prescribed under Section 133 of the Act read
with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting
principles generally accepted in India in accordance with the accounting principles generally
accepted in India, which are to be included in Tranche II Prospectus, is the responsibility of the
Management of the Company for the purpose set out in paragraph 13 below. The Management’s
responsibility includes designing, implementing and maintaining adequate internal controls
relevant to the preparation and presentation of the Reformatted Consolidated Financial
Information. The Management is also responsible for identifying and ensuring that the Company
complies with the Act and the Regulations.
Auditors’ Responsibilities
3. We have examined such Reformatted Consolidated Financial Information taking into

consideration:
a) the terms of reference and our engagement agreed with you vide our engagement letter dated
September 2, 2022, requesting us to carry out work on such Reformatted Consolidated
Financial Information in connection with the Company’s Issue of NCDs;
F - 93
b) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India (the “Guidance Note”); and
c) the requirements of Section 26 of the Act and the Regulations. Our work was performed solely
to assist you in meeting your responsibilities in relation to your compliance with the Act and
the Regulations in connection with the Issue of NCD.
4. The Company proposes to make an offer which comprises an issue of Secured Redeemable Non-
Convertible Debentures of Rs. 1,000 each by the Company, as may be decided by the Board of
Directors of the Company.
Reformatted Consolidated Financial Information
5. The Reformatted Consolidated Financial Information have been compiled by the management
from:
a) the audited Consolidated financial statements of the Group as at and for the year ended March
31, 2022 which were prepared in accordance Ind AS, which have been approved by the Board
of Directors at their meeting held on May 27, 2022 (the “2022 Audited Consolidated Financial
Statement”);
b) the audited Consolidated financial statements of the Group as at and for the year ended March
of Directors at their meeting held on June 11, 2021 (the “2021 Audited Consolidated Financial
Statement”); and
c) the audited Consolidated financial statements of the Group as at and for the year ended March
of Directors at their meeting held on July 04, 2020 (the “2020 Audited Consolidated Financial
Statement”)
6. For the purpose of our examination, we have relied on Auditors’ reports issued by us, dated May
27, 2022, June 11, 2021 and July 04, 2020 on the consolidated financial statements of the
Group as at and for each the years ended March 31, 2022, March 31, 2021 and March 31, 2020
as referred in Paragraph 5 above.
Our report dated May 27, 2022 on the 2022 Audited Consolidated Financial Statement for the
We draw attention to Note 62 to the consolidated financial statements, which describes the
economic and social disruption as a result of continued COVID-19 pandemic of the Group's
business and financial metrics including the Group’s estimates of impairment of loans,
financial assets, investment properties, investments, intangible assets (including goodwill)
and in case of life insurance business, solvency position, provision for additional reserve as a
part of Policy Liability and estimate of claims which are highly dependent on uncertain future
developments. Our opinion is not modified in respect of above matter.
- Other matters:
We did not audit the financial statements and other financial Information, in respect of:
- 32 subsidiaries, whose financial statements include total assets of Rs 4,48,929.47 million

as at March 31, 2022 and total revenues of Rs 69,910.47 million and net cash outflow of
Rs. 21,918.09 million for the year ended on that date. These financial statement and
other financial information have been audited by other auditors, which financial
statements, other financial information and auditor’s reports have been furnished to us
by the management;
F - 94
- 6 associate companies forming part of the Group, whose statements include Group’s
share of net profit after tax of Rs. 182.78 million and Group’s share of total
comprehensive income of Rs. 187.18 million for the period from April 1, 2021to March
31, 2022, as considered in the consolidated financial statement, whose financial
statements, other financial information have been audited by other auditors and whose
reports have been furnished to us by the Management.
- Our opinion on the consolidated financial statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiaries and 6 associate companies, and
our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to
the aforesaid subsidiaries and 6 associate companies, is based solely on the report(s) of
such other auditors.
- The actuarial valuation of liabilities of Edelweiss Tokio Life Insurance Company Limited
(ETLIFE) for life policies in force and for policies in respect of which premium has been
discontinued but liability exists as at March 31, 2022 is the responsibility of ETLIFE's
Appointed Actuary. The actuarial valuation of these liabilities for life policies in force and
for policies in respect of which premium has been discontinued but liability exists as at
March 31, 2022 has been duly certified by the ETLIFE 's Appointed Actuary and in his
opinion, the assumptions for such valuation are in accordance with Ind AS 104 "Insurance
Contracts", Ind AS 109 "Financial Instruments", the guidelines and norms issued by the
Insurance Regulatory and Development Authority of India ('IRDAI') and the Institute of
Actuaries of India in concurrence with IRDAI. The auditors have relied upon the ETLIFE's
Appointed Actuary's certificate for expressing their conclusion in this regard.
- The actuarial valuation of liabilities Edelweiss General Insurance Company Limited

(EGICL) for Incurred But Not Reported and Incurred But Not Enough Reported claims of
EGICL as at March 31, 2022 is the responsibility of EGICL's Appointed Actuary. The
actuarial valuation of these liabilities has been duly certified by the EGICL's Appointed
Actuary and in his opinion, the assumptions for such valuation are in accordance with Ind
AS 104 "Insurance Contracts", the guidelines and norms issued by the IRDAI and the
Institute of Actuaries of India in concurrence with IRDAI. The auditors have relied on the
EGICL's Appointed Actuary's certificate for expressing their conclusion in this regard.
- The report also included as an Annexure, a statement on certain matters on Companies

(Auditor's Report) Order, 2020 to indicate unfavorable or adverse remarks by the respective
auditors in their report on Companies (Auditors Report) Order, 2020 of the companies included
in the audited consolidated financial statements.
S.No Name CIN Holding Clause number of

company/Su the CARO report
bsidiary/ which is
associate unfavorable or
adverse
1 Edelweiss Asset U67100MH2007PLC174759 Subsidiary iii (c ) and iii (d)
Reconstruction
Company Limited
2 Edelweiss Housing U65922MH2008PLC182906 Subsidiary iii (c) , iii (d) and
Finance Limited (xi) (a)
3 Ecap Securities & U67190TG2008PLC057122 Subsidiary xvii and ix (e )
Investments Limited
4 Edelcap Securities U67120TG2008PLC057145 Subsidiary xvii
Limited
5 Edel Land Limited U74900MH2008PLC287466 Subsidiary xvii
6 Edelweiss Global Wealth U67100TG2007PLC112499 Subsidiary xvii
Management Limited
F - 95
S.No Name CIN Holding Clause number of
company/Su the CARO report
bsidiary/ which is
associate unfavorable or
adverse
7 Allium Finance Private U67120MH2008PTC180229 Subsidiary iii (c ) and iii (d)
Limited
8 Edelweiss Investment U74140TG2008PLC120334 Subsidiary iii (c), iii (d) and xvii
Adviser Limited
9 Edelweiss Retail U67120MH1997PLC285490 Subsidiary iii (c ) and iii (d)
Finance Limited
10 ECL Finance Limited U65990MH2005PLC154854 Subsidiary iii (c ) and iii (d)
and xvii
11 Edelweiss Capital U67190MH2021PLC355152 Subsidiary xvii
Services Limited
12 Edelweiss Securities U65990TG2009PTC113078 Subsidiary iii (c ) and iii (d)
and Investments
Private Limited
13 Edelweiss Rural & U45201TG2006PLC078157 Subsidiary iii (c ), iii (d), iii (e),
Corporate Services iii (f), ix (d), xvii
Limited and ix (e)
14 Edelweiss Financial L99999MH1995PLC094641 Holding iii (e) and iii (f) and
Services Limited Company ix (d) and ix (e )
15 ESL Securities Limited U67190MH2019PLC343440 Associate xvii and xix
16 Edelweiss Securities U65999GJ2016PLC094838 Associate xvii
(IFSC) Limited
17 Edelweiss Broking U65100GJ2008PLC077462 Associate iii (c ), iii (e) and iii
Limited (f)
- A statement that
(a) The respective managements of the Holding Company and its subsidiaries and its
associates which are companies incorporated in India whose financial statements have
been audited under the Act have represented to us and the other auditors of such
subsidiaries and associate respectively that, to the best of its knowledge and belief, other
than as disclosed in the note 69(B) to the consolidated financial statements, no funds have
been received by the respective Holding Company or any of such subsidiaries and associate
from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Holding Company or any
of such subsidiaries and associate shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries
Our report dated June 11, 2021 on the 2021 Audited Consolidated Financial Statement for the
year ended March 31, 2021, included the following Emphasis of Matter and Other Matters:
We draw attention to Note 57 to the consolidated Financial Statements, which describes the
economic and social disruption as a result of COVID-19 pandemic of the Group's business and
financial metrics including the Group's estimates of impairment of loans, financial assets.
investments, investment in properties, intangible assets (including goodwill) and incase of life
insurance business, estimate of claims which are highly dependent on uncertain future
developments. Our opinion is not modified in respect of this matter.
F - 96
- Other matters:
We did not audit the financial statements and other financial Information, in respect of:
- 28 subsidiaries, whose financial statements include total assets of Rs. 1,32,737.46

million as at March 31, 2021, and total revenues of Rs. 30,334.35 million and net cash
inflow of Rs. 195.10 million for the year ended on that date. These financial statement
and other financial information have been audited by other auditors, which financial
statements, other financial information and auditor's reports have been furnished to us
by the management.
- 7 subsidiaries, whose financial statements include total revenues of Rs. 4,762.49

million and total net loss after tax of Rs. 94.80 million for the period from April 1, 2020
to March 26, 2021. These financial statement and other financial information have been
audited by other auditors, which financial statements, other financial information and
auditor's reports have been furnished to us by the management.
- 6 companies in the Group, whose financial statements include Group’s share of net loss
after tax of Rs. 3.52 million for the period from March 27, 2021 to March 31, 2021.
These financial statement and other financial information have been audited by other
auditors, which financial statements, other financial information and auditor's reports
have been furnished to us by the management.
Our opinion on the consolidated financial statements, in so far as it relates to the

amounts and disclosures included in respect of these subsidiaries and 6 companies, and
our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates
to the aforesaid subsidiaries and 6 companies, is based solely on the report(s) of such
other auditors.
Appointed Actuary. The actuarial valuation of these liabilities for life policies in force
and for policies in respect of which premium has been discontinued but liability exists as
at March 31, 2021 has been duly certified by the ETLIFE 's Appointed Actuary and in
his opinion, the assumptions for such valuation are in accordance with Ind AS 104
"Insurance Contracts". Ind AS 109 "Financial Instruments", the guidelines and norms
issued by the insurance Regulatory and Development Authority of India ('IRDAl') and the
Institute of Actuaries of India in concurrence with IRDAI. The auditors have relied upon
the ETLlFE's Appointed Actuary's certificate for expressing their conclusion in this
regard.

(EGICL) for incurred But Not Reported and incurred But Not Enough Reported claims of
EGICL as at March 31, 2021 is the responsibility of EGlCL's Appointed Actuary. The
actuarial valuation of these liabilities has been duly certified by the EGlCL's Appointed
Actuary and in his opinion, the assumptions for such valuation are in accordance with
Ind AS 104 "Insurance Contracts", the guidelines and norms issued by the IRDA and the
EGlCL's Appointed Actuary's certificate for expressing their conclusion in this regard.
Our opinion above on the consolidated financial statements, and our report on Other
Legal and Regulatory Requirements, is not modified in respect of the above matters
with respect to our reliance on the work done and the reports of the other auditors and
the financial statements and other financial information certified by the Management.
F - 97
Our report dated July 4, 2020 on the 2020 Audited Consolidated Financial Statement for the
year ended March 31, 2020, included the following Emphasis of Matter and Other Matters:
We draw attention to Note 57 to the consolidated Financial Statements, which describes the
economic and social disruption as a result of COVID-19 pandemic of the Group's business and
financial metrics including the Group's estimates of impairment of loans, financial assets.
investments, investment in properties, intangible assets (including goodwill) which are highly
dependent on uncertain future developments. Our opinion is not modified in respect of this
matter.
- Other matters:
We did not audit the financial statements and other financial Information, in respect of
- 36 subsidiaries, whose financial statements include total assets of Rs. 1,32,324.28

million as at March 31, 2020, and total revenues of Rs. 29,838.49 million and net cash
inflows of Rs. 1,196.45 million for the year ended on that date. These financial
statement and other financial information have been audited by other auditors, which
financial statements, other financial information and auditor's reports have been
furnished to us by the management. Our opinion on the consolidated lnd AS financial
statements, in so far as it relates to the amounts and disclosures included in respect of
these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the Act,
in so far as it relates to the aforesaid subsidiaries is based solely on the report(s) of such
other auditors.
Appointed Actuary. The actuarial valuation of these liabilities for life policies in force
and for policies in respect of which premium has been discontinued but liability exists as
at March 31, 2020 has been duly certified by the ETLIFE 's Appointed Actuary and in
his opinion, the assumptions for such valuation are in accordance with Ind AS 104
"Insurance Contracts". Ind AS 109 "Financial Instruments", the guidelines and norms
issued by the insurance Regulatory and Development Authority of India ('IRDAl') and the
Institute of Actuaries of India in concurrence with IRDAI. The auditors have relied upon
the ETLlFE's Appointed Actuary's certificate for expressing their conclusion in this
regard.

(EGICL) for incurred But Not Reported and incurred But Not Enough Reported claims of
EGICL as at March 31, 2020 is the responsibility of EGlCL's Appointed Actuary. The
actuarial valuation of these liabilities has been duly certified by the EGlCL's Appointed
Actuary and in his opinion, the assumptions for such valuation are in accordance with
Ind AS 104 "Insurance Contracts", the guidelines and norms issued by the IRDA and the
EGlCL's Appointed Actuary's certificate for expressing their conclusion in this regard.
Our opinion above on the consolidated financial statements, and our report on Other
Legal and Regulatory Requirements, is not modified in respect of the above matters
with respect to our reliance on the work done and the reports of the other auditors and
the financial statements and other financial information certified by the Management.
F - 98
(b) In respect of Reformatted Consolidated Financial Information for the year ended March 31,
2022, March 31, 2021 and March 31, 2020:
We have not examined the reformatted financial information of 15 subsidiaries, 10

subsidiaries and 10 subsidiaries for the year ended March 31, 2022, March 31, 2021 and
March 2020, respectively, whose reformatted financial information reflect total assets of Rs
4,25,322.41 million, Rs 1,20,376.73 million and Rs 1,06,222.23 million as at March 31,
2022, March 31, 2021 and March 31, 2020, total revenue of Rs. 67,610.74 million, Rs
28,749.85 million and Rs 19,425.61 million, net loss of Rs. 456.12 million, Rs 12,606.14
million and Rs 8,233.65 million and net cash outflow amounting to Rs. 22,705.55 million, Rs
208.32 million and Rs 86.41 million for the year ended March 31, 2022, March 31, 2021 and
March 31, 2020, as considered in the Reformatted Consolidated Financial Information. These
reformatted financial information have been examined by other auditors whose reports have
been furnished to us by the Management, and our opinion on the Reformatted Consolidated
Financial Information insofar as it relates to the amounts and disclosures included in respect
of these subsidiaries companies insofar as it relates to the aforesaid subsidiaries, is based
solely on the examination reports of the other auditors.
Our opinion above on the Reformatted Consolidated Financial Information, and our report on
Other Legal and Regulatory Requirements, is not modified in respect of the above matters with
respect to our reliance on the work done and the reports of the other auditors and the financial
statements and other financial information certified by the Management.
7. Taking into consideration the requirements of Section 26 of Part I of Chapter III of the Act, the
Regulations and the terms of our engagement agreed with you, we further report that:
a) the reformatted consolidated statement of assets and liabilities as at March 31, 2022, 2021
and 2020, reformatted consolidated statements of profit and loss and reformatted
consolidated cash flows and statement of changes in equity of the Group as at and for the years
ended March 31, 2022, March 31, 2021 and March 31, 2020 (“Reformatted Consolidated
Financial Information”) have been examined by us, as set out in Annexure I to Annexure IV to
this report. These Reformatted Consolidated Financial Information have been prepared after
regrouping as in management’s opinion were appropriate and more fully described in
Significant Accounting policies and notes (Refer Annexure V).
b) based on our examination as above:
i) the Reformatted Consolidated Financial Information have to be read in conjunction with

the notes given in Annexure V; and
ii) the figures of earlier periods have been regrouped (but not restated retrospectively for
changes in accounting policies), wherever necessary, to conform to the classification
adopted for the Reformatted Consolidated Statements as at and for the year ended March
31, 2022.
Other Financial Information
8. At the Company’s request, we have also examined the following other financial information
proposed to be included in the Tranche II Prospectus prepared by the Management and approved
by the Board of Directors of the Company and annexed to this report relating to the Company, as
at and for each of the years ended March 31, 2022, March 31, 2021 and March 31, 2020
respectively:
 Statement of dividend paid, enclosed as Annexure VI
F - 99
Opinion
9. In our opinion, the Reformatted Consolidated Financial Information and the other financial
information referred to in paragraph 8 above, as disclosed in the Annexures to this report, read
with respective significant accounting policies disclosed in Annexure V, and after making
regroupings as considered appropriate and disclosed has been prepared by the Company by
taking into consideration the requirement of Section 26 of Part I of Chapter III of the Act and the
Regulations.
Other matter
10. In the preparation and presentation of Reformatted Consolidated Financial Information based on
audited Consolidated financial statements as referred to in paragraph 6 above, no adjustments
have been made for any events occurring subsequent to dates of the audit reports specified in
paragraph 6 above.
11. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
12. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.
13. This report is intended solely for use of the management for inclusion in the Tranche II Prospectus
to be filed with Registrar of Companies, Mumbai, Maharashtra, SEBI, and BSE Limited in
connection with the proposed Issue of NCD of the Company and is not to be used, referred to or
distributed for any other purpose.
Yours faithfully,
For S. R. Batliboi & Co. LLP

UDIN: 22102102ATXWNH8811
per Shrawan Jalan

Partner
Place: Mumbai
F - 100
Reformatted Consolidated Statement of Assets and Liabilities Annexure I
(Currency: Indian rupees in millions) Note 31-Mar-2022 31-Mar-2021 31-Mar-2020

ASSETS
Financial assets
(a) Cash and cash equivalents 8 19,885.63 38,985.15 49,425.19
(b) Bank balances other than cash and cash equivalents 9 10,503.34 8,616.91 36,670.89
(c) Derivative financial instruments 10 685.22 2,902.03 5,321.87
(d) Stock in trade (Securities held for trading) 11 15,118.11 15,746.76 17,458.07
(e) Trade Receivables 12 4,691.71 5,060.49 13,052.38
(f) Loans 13 200,056.16 224,545.46 284,549.66
(g) Investments 14 126,274.89 113,073.02 82,666.02
(h) Other financial assets 15 11,035.23 12,628.07 7,359.46
Total financial assets 388,250.29 421,557.89 496,503.54
(a) Inventories 86 - - 436.09
(b) Reinsurance assets 3,432.77 3,393.36 2,944.42
(c) Current tax assets (net) 8,912.80 7,218.14 5,839.78
(d) Deferred tax assets (net) 16 10,645.61 9,584.99 9,564.75
(e) Investment property 17 3,034.26 3,394.63 4,457.27
(f) Property, Plant and Equipment 18 11,071.77 12,281.27 15,012.58
(g) Capital work in progress 19 0.57 7.93 111.56
(h) Intangible assets under development 20 195.70 124.17 320.79
(i) Goodwill on consolidation 21 663.35 663.35 1,723.41
(j) Other Intangible assets 18 1,204.17 1,467.74 2,255.79
(k) Other non- financial assets 22 4,466.51 3,806.66 3,605.38
Total non-financial assets 43,627.51 41,942.24 46,271.82
TOTAL ASSETS 431,877.80 463,500.13 542,775.36
EQUITY AND LIABILITIES

LIABILITIES
(a) Derivative financial instruments 10 2,259.89 1,845.51 3,812.48
(b) Trade Payables 23
i. total outstanding dues of micro enterprises and small enterprises 17.51 1.22 38.03
ii. total outstanding dues of creditors other than micro enterprises and small enterprises 12,883.76 4,893.56 12,747.80
(c) Insurance claims payable 345.28 194.41 74.52
(d) Debt securities 24 155,057.04 174,858.54 207,585.06
(e) Borrowings (other than debt securities) 25 56,550.66 94,318.19 133,210.55
(f) Deposits 26 15.60 96.01 2,168.97
(g) Subordinated Liabilities 27 15,486.53 15,087.75 23,608.81
(h) Other financial liabilities 28 50,573.22 45,207.17 49,270.35
Total financial liabilities 293,189.49 336,502.36 432,516.57
(a) Current tax liabilities (net) 173.94 253.00 906.30
(b) Provisions 29 495.40 1,118.55 351.11
(c) Policyholders' liabilities 55,288.34 43,549.30 30,076.82
(d) Deferred tax liabilities (net) 16 2,166.41 2,157.62 2,643.73
(e) Other non-financial liabilities 30 4,641.02 3,149.35 4,210.06
Total non-financial liabilities 62,765.11 50,227.82 38,188.02
TOTAL LIABILITIES 355,954.60 386,730.18 470,704.59
EQUITY
(a) Equity Share capital 31 898.20 890.90 889.51
(b) Other equity 32 64,475.96 64,880.69 60,397.60
Equity attributable to owners of the parent 65,374.16 65,771.59 61,287.11
Equity attributable to Non-Controlling Interests 10,549.04 10,998.36 10,783.66
TOTAL EQUITY 75,923.20 76,769.95 72,070.77
TOTAL LIABILITIES AND EQUITY 431,877.80 463,500.13 542,775.36
The accompanying notes are an integral part of the Reformatted Consolidated Financial Information 1 to 88


F - 101
Reformatted Consolidated statement of profit and loss Annexure II
Note
(Currency: Indian rupees in millions) 31-Mar-2022 31-Mar-2021 31-Mar-2020
Revenue from operations

Interest income 33 30,454.79 40,617.58 59,918.45
Dividend Income 256.47 695.68 1,621.83
Fee and commission income 34 14,438.26 16,238.81 20,286.56
Net gain on fair value changes 35 7,244.43 22,208.98 1,949.58
Premium from insurance business (net) 16,444.53 13,246.40 10,567.76
Other operating revenue 36 275.56 456.03 788.96
Total revenue from operations 69,114.04 93,463.48 95,133.14
Other income 37 3,931.87 14,914.90 893.15

Total income 73,045.91 108,378.38 96,026.29
Expenses
Finance costs 38 29,841.09 38,340.33 47,930.39
Impairment on financial instruments 40 422.72 12,609.16 26,902.65
Change in valuation of credit impaired loans 44.28 8,126.08 8,712.42
Employee benefits expense 39 10,642.69 16,159.12 14,073.01
Depreciation, amortisation and impairment on investment property 17 & 18 1,511.23 2,598.81 2,322.25
Change in insurance policy liability - actuarial 11,699.63 13,023.25 6,421.00
Policy benefits paid 5,125.88 2,763.00 1,589.21
Other expenses 41 12,451.13 13,296.04 12,641.88
Total expenses 71,738.65 106,915.79 120,592.81
Profit / (loss) before share in profit of associates and tax 1,307.26 1,462.59 (24,566.52)
Share in profit / (loss) of associates 966.54 (6.35) -
Profit / (loss) before tax 2,273.80 1,456.24 (24,566.52)
Tax expense: 42
Current tax 1,077.71 239.89 2,970.75
Deferred tax (924.65) (1,322.85) (7,099.55)
Profit / (loss) for the year 2,120.74 2,539.20 (20,437.72)
Other Comprehensive Income / (loss)
(A) (i) Items that will not be reclassified to profit or loss
Re-measurements of the defined benefit plans (88.25) 69.66 (46.74)
Equity Instruments through Other Comprehensive Income - - (1,700.00)
Revaluation gain through Other Comprehensive Income (518.91) - 7,674.77
(ii) Income tax relating to items that will not be reclassified to profit or loss 155.55 35.92 (2,531.91)
Subtotal (A) (451.61) 105.58 3,396.12
(B) (i) Items that will be reclassified to profit or loss
Debt Instruments through Other Comprehensive Income (822.03) (53.06) 863.64
Exchange differences in translating the reformatted financial information of foreign operations 81.21 (72.34) 466.66
(ii) Income tax relating to items that will be reclassified to profit or loss - - -
Subtotal (B) (740.82) (125.40) 1,330.30
Share in profit / (loss) of associate (C) (1.94) 1.85 -
Other comprehensive income / (loss) (A+B+C) (1,194.37) (17.97) 4,726.42
Total comprehensive income / (loss) 926.37 2,521.23 (15,711.30)
Profit / (loss) for the year attributable to:

Owners of the parent 1,887.84 2,653.36 (20,452.45)
Non-controlling interests 232.90 (114.16) 14.73
Other comprehensive income / (loss) for the year attributable to:
Owners of the parent (732.84) 11.88 4,241.54
Non-controlling interests (461.53) (29.85) 484.88
Total comprehensive income / (loss) for the year attributable to:
Owners of the parent 1,155.00 2,665.24 (16,210.91)
Non-controlling interests (228.63) (144.01) 499.61
Earnings per share (Face value ₹ 1 each) 44

- Basic 2.11 2.98 (23.01)
- Diluted 2.11 2.97 (23.01)
The accompanying notes are an integral part of the Reformatted Consolidated Financial Information 1 to 88


F - 102
Reformatted Consolidated Statement of Cash Flows Annexure III
31-Mar-2022 31-Mar-2021 31-Mar-2020
A Cash flow from operating activities

Profit / (Loss)before tax 2,273.80 1,456.24 (24,566.52)
Adjustments for:
Depreciation, amortisation and impairment 1,511.23 2,598.81 2,322.25
Expense on employee stock option plans 106.72 333.75 390.79
Impairment of Goodwill - 432.94 19.31
Impairment on financial instruments 422.72 3,212.56 14,047.16
Change in valuation of credit impaired loans 44.28 8,126.08 8,712.42
Interest on income tax refund (242.80) (184.37) (304.73)
Dividend Income (256.47) (695.68) (1,621.83)
1
(Profit) / loss on sale of property, plant and equipment (net) 25.25 221.61 (4.59)
1
(Profit) / loss on sale of investment property (net) - (157.33) -
Realised fair value (gain) / loss on financial instruments (7,625.22) (38,686.78) (12,332.09)
Unrealised fair value (gain) / loss on financial instruments 380.78 2,642.86 10,382.51
Provision for policyholders liability 11,699.60 13,023.25 6,421.00
Finance costs 3,637.49 9,460.94 8,815.95
Operating cash flow before working capital changes 11,977.38 1,784.88 12,281.63
Adjustments for:
Decrease / (increase) in trade receivables (891.18) 7,991.89 14,661.58
Decrease / (increase) in stock-in-trade and Inventory 1,071.43 2,047.28 22,933.83
Decrease / (increase) in Other financial/non financial assets 1,402.09 (4,973.96) (1,627.58)
Decrease / (increase) in Derivative Financial Instruments 2,779.54 (16.65) (1,498.00)
Decrease / (increase) in loans 25,523.02 49,414.69 76,614.63
Increase / (decrease) in trade payables 8,006.50 (9,338.95) (6,967.00)
Increase / (decrease) in insurance claim payable 150.90 119.89 28.91
Increase / (decrease) in other financial liabilities 6,214.60 (9,445.91) 9,089.24
Increase / (decrease) in Provisions 735.87 (5.14) (20.40)
Increase / (decrease) in provision for policyholders' liabilities 39.40 449.23 (836.97)
Increase / (decrease) in other non-financial liabilities 1,491.48 (1,060.59) 944.17
Cash generated from / (used in) operations 58,501.03 36,966.66 125,604.04
Income taxes paid (net of refund) (2,578.55) (2,386.40) (4,619.94)
Net cash generated from / (used in) operating activities - A 55,922.48 34,580.26 120,984.10
B Cash flow from investing activities

Purchase of property, plant and equipment and intangibles (1,028.39) (692.70) (1,211.27)
Proceeds from sale of property, plant and equipment 421.37 2,053.90 87.09
(Purchase) / sale of investment property1 360.30 857.96 (1,653.27)
(Purchase) / sale of investments1 (8,703.26) 9,880.31 6,422.95
Dividend on investments 256.47 695.68 1,621.83
(Investment) / Maturity of Bank deposits (1,886.40) 28,053.97 (3,274.84)
Net cash generated from / (used in) investing activities - B (10,579.91) 40,849.12 1,992.49
F - 103
Reformatted Consolidated Statement of Cash Flows Annexure III
31-Mar-2022 31-Mar-2021 31-Mar-2020
C Cash flow from financing activities

Proceeds from issue of shares including premium and share application money 318.43 49.61 79.93
Investment by Non Controlling Interest (809.33) 432.87 390.54
Proceeds / (repayment) from Debt securities1 (19,801.50) (30,986.53) (38,853.73)
1
Proceeds / (repayment) from Borrowings (other than debt securities) (37,768.60) (38,892.36) (57,242.06)
1
Proceeds / (repayment) from Deposits (80.40) (2,072.96) 732.21
1
Proceeds / (repayment) from Subordinated Liabilities 398.80 (8,521.06) (67.77)
Dividend (1,315.89) - (368.89)
Lease payment (38.50) (136.17) (785.29)
Effect of change in group interest (1,852.87) 3,581.95 -
Finance cost paid (3,598.99) (9,324.77) (8,594.55)
Proceeds/(repayment) on ESOP/SAR charge/(reversal) 106.76 -
Net cash generated from / (used in) financing activities - C (64,442.09) (85,869.42) (104,709.61)
Net increase in cash and cash equivalents (A+B+C) (19,099.52) (10,440.04) 18,266.98
Cash and cash equivalents as at the beginning of the year 38,985.15 49,425.19 31,158.21
Cash and cash equivalents as at the end of the year 19,885.63 38,985.15 49,425.19
Notes:
1. Cash receipts and payments for transaction in which the turnover is quick, the amounts are large, and the maturities are short are presented on net basis in accordance
with Ind AS-7 Statement of Cash Flows.
2. Cash Flow Statement has been prepared under the indirect method as set out in Ind AS 7 prescribed under the Companies (Indian Accounting Standards) Rules, 2015 under
the Companies Act, 2013.
3. Net cash generated from/(used in) operating activities includes interest received ₹ 30,454.79 million (FY 2020-21: ₹ 40,344.01 million and FY 2019-20:₹ 59,019.46 million)
and interest paid ₹ 26,203.60 million (FY 2020-21: ₹ 28,879.39 million and FY 2019-20: ₹ 39,114.43 million).
4. Refer note 51 for changes in liabilities arising from financing activities.


F - 104
Reformatted Consolidated Statement of changes in equity Annexure IV
A Equity share capital
Particulars Amount
As at 01-Apr-19 887.77
Changes in equity share capital during FY 2019-20 1.74
As at 31-Mar-20 889.51
As at 31-Mar-21 890.90
As at 31-Mar-22 898.20
1. Edelweiss Employees' Welfare Trust and Edelweiss Employees' Incentive and Welfare Trust are extension of Edelweiss Financial Services Limited
reformatted standalone financial information, these trusts are holding 44,896,780 number of equity shares amounting to ₹ 44.90 million (FY 2020-21:
₹ 44.90 million and FY 2019-20: ₹ 44.90 million). These are treasury shares and deducted from total outstanding equity shares.
2. Refer note 31 for detailed quantitative information including investors holding more than 5% of equity share capital
3. The above two Welfare Trust (s) hold an aggregate 44,896,780 equity shares of the Company for incentive and welfare benefits for group
employees as per extant applicable SEBI regulations. Pursuant to the exercise of right available under Regulation 29 of SEBI (Share Based Employee
Benefits) Regulations, 2014, the Company has applied before the expiry date of 27 October 2019 for extension of the time limit for disposing of
aforesaid equity shares. The said application is under consideration and approval for extension from SEBI is awaited as at date.
(FY 2021-22, FY 2020-21 and FY 2019-20)
F - 105
Reformatted Consolidated Statement of changes in equity
Annexure IV
B. Other equity
Reserves and Surplus Other Comprehensive Income
Exchange
Share Employee differences on Revaluation Equity Total
Special Reserve Debt
application Stock Options Reserve under translating Reserve instruments
Particulars Capital under section 45- Debenture instruments attributable to Non-Controlling
money pending Capital Securities Plan (ESOP) section 29C of the Impairment Retained the reformatted through through
Redemption IC of the Reserve General reserve redemption through Other owners of the Interest
allotment Reserve Premium Account reserve/Stock National Housing Reserve earnings financial Other Other parent
Reserve Bank of India Act, reserve Comprehensiv
appreciation Bank Act, 1987 information of Comprehen Comprehensi
1934 e Income
rights (SAR) a foreign sive Income ve Income
operation
Balance at 01-Apr-19 6.15 8,060.23 166.74 29,473.29 460.59 7,503.94 537.22 916.82 10,341.12 - 18,215.34 175.66 - - 24.93 75,882.03 10,380.11
Profit or loss - - - - - - - - - - (20,452.45) - - - - (20,452.45) 14.73
Other comprehensive income - - - - - - - - - - (36.28) 467.61 5,080.88 (1,700.00) 429.33 4,241.54 484.88
Total Comprehensive Income for the year - - - - - - - - - - (20,488.73) 467.61 5,080.88 (1,700.00) 429.33 (16,210.91) 499.61
Dividends to equity shareholders - - - - - - - - - - (266.51) - - - - (266.51) -
Dividend distribution tax - - - - - - - - - - (102.38) - - - - (102.38) -
Transfers to securities premium on exercise of ESOP - - - 33.37 (33.37) - - - - - - - - - - - -
Issue of equity instruments on ESOP (85.88) - - 84.14 - - - - - - - - - - - (1.74) -
Share application money received 79.92 - - - - - - - - - - - - - - 79.92 -
ESOP Charge - - - - 242.03 - - - - - - - - - - 242.03 -
Stock appreciation rights (SAR) - - - - 148.93 - - - - - - - - - - 148.93 -
Transfers to / from retained earnings
Transfers to / from retained earnings - - 106.88 - - - - (90.26) (1,619.61) - 1,602.99 - - - - - -
Transfer Under 45 -IC RBI - - - - - 143.66 - - - - (143.66) - - - - - -
Transfer Under 29C NHB - - - - - - 3.12 - - - (3.12) - - - - - -
Transfer under Lease impact - IND AS - - - - - - - - - - (209.55) - - - - (209.55) -
Transfer under Impairment reserve - - - - - - - - - 1,577.37 (1,577.37) - - - - - -
Transaction with non-controlling interests - - - - - - - - - - - - - - - - (115.97)
Transfer from securities premium - - - (528.31) - - - - - - - - - - - (528.31) -
Effect of changes in group's interest (Refer Note 63) - 198.50 - - - - - - - - 1,418.69 (253.10) - - - 1,364.09 19.91
Balance at 31-Mar-2020 0.19 8,258.73 273.62 29,062.49 818.18 7,647.60 540.34 826.56 8,721.51 1,577.37 (1,554.30) 390.17 5,080.88 (1,700.00) 454.26 60,397.60 10,783.66
Profit or loss - - - - - - - - - - 2,653.36 - - - - 2,653.36 (114.16)
Other comprehensive income - - - - - - - - - - 58.16 (72.31) 47.51 - (21.48) 11.88 (29.85)
Total Comprehensive Income for the year - - - - - - - - - - 2,711.52 (72.31) 47.51 - (21.48) 2,665.24 (144.01)
ESOP Charge - - - - 139.42 - - - - - - - - - - 139.42 -
Transfer under Impairment reserve - - - - - - - - - 251.88 (251.88) - - - - - -
Transfer under Debenture Redemption Reserve - - - - - - - - (1,955.90) - 1,955.90 - - - - - -
Transfer under Revaluation Reserve - - - - - - - - - - 241.14 - (241.14) - - - -
Effect of changes in group's interest - 198.06 (85.75) - - (961.22) - (109.41) - - 3,886.59 (335.38) (316.16) - - 2,276.73 358.71
Balance at 31-Mar-2021 1.70 8,456.79 187.87 29,134.23 1,128.28 6,757.98 547.80 717.15 6,765.61 1,829.25 6,067.68 (17.52) 4,571.09 (1,700.00) 432.78 64,880.69 10,998.36
F - 106
Reformatted Consolidated Statement of changes in equity
Annexure IV
B. Other equity
Reserves and Surplus Other Comprehensive Income
Exchange
Share Employee differences on Revaluation Equity Total
Special Reserve Debt
application Stock Options Reserve under translating Reserve instruments
Particulars Capital under section 45- Debenture instruments attributable to Non-Controlling
money pending Capital Securities Plan (ESOP) section 29C of the Impairment Retained the reformatted through through
Redemption IC of the Reserve General reserve redemption through Other owners of the Interest
allotment Reserve Premium Account reserve/Stock National Housing Reserve earnings financial Other Other parent
Reserve Bank of India Act, reserve Comprehensiv
appreciation Bank Act, 1987 information of Comprehen Comprehensi
1934 e Income
rights (SAR) a foreign sive Income ve Income
operation
Profit or loss - - - - - - - - - - 1,887.84 - - - - 1,887.84 232.90

Other comprehensive income - - - - - - - - - - (64.84) 81.21 (345.59) - (403.62) (732.84) (461.53)
Total Comprehensive Income for the year - - - - - - - - - - 1,823.00 81.21 (345.59) - (403.62) 1,155.00 (228.63)
ESOP Charge - - - - 63.95 - - - - - - - - - - 63.95 -
Reversal on account of lapses of ESOP/SAR - - - - (439.54) - - - - - - - - - - (439.54) -
Transfer under Impairment reserve - - - - - - - - - 250.24 (250.24) - - - - - -
Transfer under Debenture Redemption Reserve - - - - - - - - (3,221.97) - 3,221.97 - - - - - -
Transfer under Revaluation Reserve - - - - - - - - - - 504.22 - (504.22) - - - -
Effect of changes in group's interest - (430.34) - - - - - - - - (383.44) (101.51) - - 9.91 (905.38) (220.69)
Balance at 31-Mar-2022 - 8,026.45 187.87 29,557.82 761.58 7,048.56 575.42 717.15 3,543.64 2,079.49 9,955.45 (37.82) 3,721.28 (1,700.00) 39.07 64,475.96 10,549.04
Refer note 32 for information on nature of reserves maintained at Group level


F - 107
Notes to the Reformatted Consolidated Financial information
Annexure V
1. Background (FY 2021-22, FY 2020-21 & FY 2019-20)
Edelweiss Financial Services Limited (the Company), Public Limited company domiciled in India, and incorporated under the
provision of Companies Act, 1956 is principally engaged in providing investment banking services and holding company activities
comprising of development, managerial and financial support to the business of Edelweiss group entities. The Company has its
registered office at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai, India.
2. Basis of preparation of Reformatted Consolidated Financial information (FY 2021-22, FY 2020-21 & FY 2019-20)
The Reformatted Consolidated Statement of Assets and Liabilities of Edelweiss Financial Services Limited (‘the Company’) as at 31
March 2022, 31 March 2021 and 31 March 2020 and the Reformatted Consolidated Statement of Profit and Loss and the Reformatted
Consolidated Statement of Cash flows and the Reformatted Consolidated Statement of changes in equity and the Summary of
Significant Accounting Policies and explanatory notes for the year ended 31 March 2022, 31 March 2021 and 31 March 2020 (together
referred as ‘Reformatted Consolidated Financial information’) have been extracted by the Management from the Reformatted
Consolidated Audited Financial Statements of the Group for the year ended 31 March 2022, 31 March 2021 and 31 March 2020
(“Audited Financial Statements”).
The Reformatted Consolidated Financial information have been prepared by the management in connection with the proposed
listing of secured redeemable non-convertible debentures of the Company with BSE Limited (‘the stock exchange’), in accordance
with the requirements of:
a) Section 26 of the Companies Act, 2013; and
b) Securities and Exchange Board of India (Issue and Listing of Non - Convertible Securities) Regulations, 2021 (‘the Regulations’)
issued by the Securities and Exchange Board of India ("SEBI"), as amended from time to time in pursuance of the Securities and
Exchange Board of India Act, 1992 (the “SEBI Act”).
The Reformatted Consolidated Financial information relate to Edelweiss Financial Services Limited (‘the Company’) and its
subsidiaries, trusts (together ‘the Group’) and associates. The Group is primarily engaged in (a) agency business, which includes
advisory and other fee-based services, (b) Capital based business which includes Income from lending business, (c) Life insurance
and General insurance business (d) Asset reconstruction business and (e) Treasury business includes income from trading and
investment activities.
The Reformatted Consolidated Financial information of the Group have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).
These Reformatted Consolidated Financial information have been approved for issue by the Board of Directors of the Company
on 22 September 2022.
These Reformatted Consolidated Financial information have been prepared on a historical cost basis, except for entities under
liquidation/ dissolution1 and certain financial instruments such as financial asset measured at fair value through other
comprehensive income (FVOCI) instruments, derivative financial instruments, fair value through Profit or Loss and other financial
assets held for trading, certain property plant and equipment which have been measured at fair value. The Reformatted
Consolidated Financial information are presented in Indian Rupees (INR) and all values are rounded to the nearest million, except
when otherwise indicated.
1 Refer note 58
F - 108
Notes to the Reformatted Consolidated Financial Information (Continued)
Annexure V
3. Presentation of reformatted consolidated financial information (FY 2021-22, FY 2020-21 & FY 2019-20)
The Group presents its balance sheet in order of liquidity in compliance with the Division III of the Schedule III to the Companies
Act, 2013. An analysis regarding recovery or settlement within 12 months after the reporting date (current) and more than 12
months after the reporting date (non-current) is presented in Note 50.
Financial assets and financial liabilities are generally reported gross in the balance sheet. They are only offset and reported net
when, in addition to having an unconditional legally enforceable right to offset the recognised amounts without being contingent
on a future event, the parties also intend to settle on a net basis in all of the following circumstances:
 The normal course of business
 The event of default
 The event of insolvency or bankruptcy of the company and or its counterparties
Derivative assets and liabilities with master netting arrangements (e.g. transactions under International Swaps and Derivative
Association (ISDA) master agreement) are only presented net when they satisfy the eligibility of netting for all of the above criteria
and not just in the event of default. The effect of netting arrangements is disclosed in note 10.1
4. Basis of consolidation: (FY 2021-22, FY 2020-21 & FY 2019-20)
The Reformatted Consolidated Financial information as on 31 March 2022, 31 March 2021 and 31 March 2020 comprise the
reformatted standalone financial information of the Company and its subsidiaries as at 31 March 2022, 31 March 2021 and 31
March 2020 including any controlled structured entities. The Company consolidates a subsidiary when it controls it. Control is
achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee,
the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual arrangements
 The Group’s voting rights and potential voting rights
 The size of the Group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights
holders
The Group re-assesses whether or not it controls an investee, if facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and
ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the Reformatted Consolidated Financial information from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Reformatted Consolidated Financial information are prepared using uniform accounting policies for like transactions and other
events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Reformatted
Consolidated Financial information for like transactions and events in similar circumstances, appropriate adjustments are made to that
Group member’s financial information in preparing the Reformatted Consolidated Financial information to ensure conformity with
the Group’s accounting policies. However, no subsidiaries, associates and consolidated structure entities have followed different
accounting policies than those followed by the Group for the preparation of these Reformatted Consolidated Financial information.
F - 109
Annexure V
4. Basis of consolidation: (Continued)
The reformatted financial information of all entities used for the purpose of consolidation are drawn up to same reporting date as
that of the parent company, i.e., year ended on 31 March.
Consolidation procedure:
a. Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries.
For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised
in the Reformatted Consolidated Financial information at the acquisition date.
b. Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of
each subsidiary. Business combinations policy explains how to account for any related goodwill, refer note no 5.25
c. Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, are eliminated in
full). Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from
intragroup transactions.
Profit or loss and each component of Other Comprehensive Income (OCI) are attributed to the equity holders of the parent of the
Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction. With respect
to put options granted by the Group to the holders of non-controlling interests in a subsidiary, where the Group does not have a
present ownership interest in the shares subject to put, till the put remains unexercised, non-controlling continues to be
recognised including allocation of profit or loss, other comprehensive income and other changes in equity of the subsidiary.
However, at each reporting date, the non-controlling interest is derecognised as if it were acquired at that date and a financial
liability is recognised and measured at its fair value. The difference between these two amounts is recognised as an equity
transaction and attributed to owners of the parent.
Given the level of judgement required regarding consolidation of structured entities, these considerations are described further
in the significant accounting judgements in Note 6.1(c). Disclosures for investment in subsidiaries, and structured entities are
provided in Note 58.
The reformatted consolidated financial information of all subsidiaries incorporated outside India are converted on the following
basis: (a) Income and expenses are converted at the average rate of exchange applicable for the period/year and (b) All assets
and liabilities are translated at the closing rate as on the Balance Sheet date. The exchange difference arising out of period/year
end translation is debited or credited as “Foreign Exchange Translation Reserve” forming part of Other Comprehensive Income
and accumulated as a separate component of other equity.
Investment in associates:
(FY 2021-22 & FY 2020-21)
An associate is an entity over which the Group has the power to participate in the financial and operating policy decision of the
investee, but it’s not control or joint control over those policies.
The Group’s investments in its associate is accounted for using the equity method. Under the equity method, the investment in
an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s
share of net assets of the associate since the acquisition date. The Reformatted Consolidated Statement of Profit and Loss reflects
the Group’s share of the results of operations of the associate. Any change in OCI of those investees is presented as part of the
Group’s OCI. In addition, when there has been a change recognised directly in the equity of the associate, the Group recognises
its share of any changes, when applicable, in the Statement of Changes in Equity. Unrealised gains and losses resulting from
transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
F - 110
Annexure V
4. Basis of consolidation: (Continued)
(FY 2019-20)
An associate is an entity over which the Group has the power to participate in the financial and operating policy decision of the
investee, but it’s not control or joint control over those policies.
5. Significant accounting policies (FY 2021-22, FY 2020-21 & FY 2019-20)
5.1. Recognition of Interest, Dividend income and Donation income
Interest income is recorded using the effective interest rate (EIR) method for all financial instruments measured at amortised cost
and debt instrument measured at FVOCI. The EIR is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to the gross carrying amount of the financial asset.
The EIR (and therefore, the amortised cost of the financial asset) is calculated by taking into account any discount or premium on
acquisition, fees and costs that are an integral part of the EIR. The Group recognises interest income using a rate of return that
represents the best estimate of a constant rate of return over the expected life of the loan. Hence, it recognises the effect of
potentially different interest rates charged at various stages, and other characteristics of the product life cycle (including
prepayments, penalty interest and charges).
If expectations regarding the cash flows on the financial asset are revised for reasons other than credit risk, the adjustment is
booked as a positive or negative adjustment to the carrying amount of the asset in the balance sheet with an increase or reduction
in interest income.
When a financial asset becomes credit-impaired and is, therefore, regarded as ‘Stage 3’, the Group calculates interest income by
applying the effective interest rate to the net amortised cost of the financial asset. If the financial assets cures and is no longer
credit-impaired, the Group reverts to calculating interest income on a gross basis.
For purchased or originated credit-impaired (POCI) financial assets, the Group calculates interest income by calculating the credit-
adjusted EIR and applying that rate to the amortised cost of the asset. The credit-adjusted EIR is the interest rate that, at original
recognition, discounts the estimated future cash flows (including credit losses) to the amortised cost of the POCI assets.
Dividend Income
Dividend income is recognised in profit or loss when the Group’s right to receive payment of the dividend is established, it is
probable that the economic benefits associated with the dividend will flow to the entity, and the amount of the dividend can be
measured reliably.
Donation mobilized
(FY 2021-2022, 2020-2021)
Donations/grants received are recognized on
1. General Donations
General Donation’s are recognized as income in the year of receipt in the statement of Income and Expenditure
2. Specific Donations
Amounts received with a specific direction from donors towards a particular project for more than a financial year is recognized
as income, only to the extent of cost incurred in that financial year and balance is recorded as liability.
F - 111
Annexure V
5. Significant accounting policies (Continued)
5.1. Recognition of Interest, Dividend income and Donation income (Continued)
3. Corpus Donation
Amounts received with a specific direction from donors that such amounts shall form a part of Corpus of the Foundation are credited
as Corpus Fund and disclosed as a liability in Balance Sheet.
(FY 2019-2020)
Donations/voluntary contributions which are made with a specific direction that they shall form part of the corpus of the Company are
added to Corpus Fund and disclosed as a liability in the balance sheet and others are treated as income as and when received. All
donations received during the year are towards the objectives of the Company
5.2. Financial Instruments
5.2.1 Date of recognition
Financial assets and financial liabilities, with the exception of loans, debt securities, deposits and borrowings are initially recognised on
the trade date, i.e., the date that the Group becomes a party to the contractual provisions of the instrument. This includes regular
way trades: purchases or sales of financial assets that require delivery of assets within the time frame generally established by
regulation or convention in the marketplace. The Group recognises borrowings when funds are available for utilisation to the
Group.
5.2.2 Initial measurement of financial instruments
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognised immediately in profit or loss.
5.2.3 Day 1 profit or loss
When the transaction price of the financial instrument differs from the fair value at origination and the fair value is based on a
valuation technique using only inputs observable in market transactions, the Group recognises the difference between the
transaction price and fair value in net gain on fair value changes. In those cases where fair value is based on models for which some
of the inputs are not observable, the difference between the transaction price and the fair value is deferred and is only recognised
in profit or loss when the inputs become observable, or when the instrument is derecognised.
5.3 Classification of financial instruments
5.3.1 Financial assets:
The Group classifies all its financial assets based on the business model for managing the assets and the asset’s contractual terms,
measured at either:
 Amortised cost
 Fair value through other comprehensive income [FVOCI]
 Fair value through profit or loss [FVTPL]
F - 112
Annexure V
5.3. Classification of financial instruments (Continued)
5.3.1 Financial assets: (Continued)
The Group measures debt financial assets that meet the following conditions at amortised cost:
 the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and
 the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Debt financial instruments that meet the following conditions are subsequently measured at fair value through other
comprehensive income (except for debt instruments that are designated as at fair value through profit or loss on initial
recognition):
 the financial asset is held within a business model whose objective is achieved both by collecting contractual cash flows
and selling the financial assets; and
 the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Other than above classification of amortised cost and FVOCI, all other financial assets are initially measured at fair value and
subsequently measured at FVTPL.
5.3.1.1 Amortised cost and Effective interest method
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the
principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial
amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial
asset is the amortised cost of a financial asset before adjusting for any loss allowance.
5.3.1.2 Financial assets held for trading
The Group classifies financial assets as held for trading when they have been purchased or issued primarily for short-term profit
making through trading activities or form part of a portfolio of financial instruments that are managed together, for which there
evidence of a recent pattern of short-term profit is taking. Held-for- trading assets are recorded and measured in the balance
sheet at fair value. Financial assets designated at FVTPL, please refer note 5.3.2.2
5.3.1.3 Financial asset measured at FVOCI
Unrealised gains or losses on debt instruments measured at FVOCI are recognised in other comprehensive income, and on
derecognition of such instrument accumulated gains or losses are recycled to reformatted consolidated statement of profit and
loss. Interest income on such instrument is recognised in reformatted consolidated statement of profit and loss as per EIR
method.
5.3.1.4 Investment in equity instruments
The Group subsequently measures all equity investments at fair value through profit or loss, unless the management has elected
to classify irrevocably some of its strategic equity investments to be measured at FVOCI, when such instruments meet the
definition of equity under Ind AS and are not held for trading. Such classification is determined on an instrument- by-instrument
basis.
F - 113
Annexure V
5.3.2 Financial liabilities
All financial liabilities are measured at amortised cost except loan commitments, financial guarantees, and derivative financial
liabilities.
5.3.2.1 Debt securities and other borrowed funds
After initial measurement, debt issued and other borrowed funds are subsequently measured at amortised cost. Amortised cost
is calculated by taking into account any discount or premium on issue funds, and costs that are an integral part of the instrument.
The Group issues certain non-convertible debentures, the return of which is linked to performance of specified indices over the
period of the debenture. Such debentures have a component of an embedded derivative which is fair valued at a reporting date.
The resultant ‘net unrealised loss or gain’ on the fair valuation of these embedded derivatives is recognised in the reformatted
consolidated statement of profit and loss. The debt component of such debentures is measured at amortised cost using yield to
maturity basis.
5.3.2.2 Financial assets and Financial liabilities at fair value through profit or loss
Financial assets and financial liabilities in this category are those that are not held for trading and have been either designated
by management upon initial recognition or are mandatorily required to be measured at fair value. Management only designates
an instrument at FVTPL upon initial recognition when one of the following criterias are met. Such designation is determined on
an instrument-by-instrument basis:
 The designation eliminates, or significantly reduces, the inconsistent treatment that would otherwise arise from measuring
the assets or liabilities or recognising gains or losses on them on a different basis; or
 The liabilities are part of a group of financial liabilities, which are managed and their performance evaluated on a fair value
basis, in accordance with a documented risk management or investment strategy; or
 The liabilities containing one or more embedded derivatives, unless they do not significantly modify the cash flows that would
otherwise be required by the contract, or it is clear with little or no analysis when a similar instrument is first considered that
separation of the embedded derivative(s) is prohibited.
Financial assets and financial liabilities at FVTPL are recorded in the balance sheet at fair value. Changes in fair value are recorded
in profit and loss with the exception of movements in fair value of liabilities designated at FVTPL due to changes in the Group’s
own credit risk. Such changes in fair value are recorded in the own credit reserve through OCI and do not get recycled to the
profit or loss. Interest earned or incurred on instruments designated at FVTPL is accrued in interest income or finance cost,
respectively, using the EIR, taking into account any discount/ premium and qualifying transaction costs being an integral part of
instrument. Interest earned on assets mandatorily required to be measured at FVTPL is recorded using contractual interest rate.
5.3.2.3 Financial guarantee:
Financial guarantees are contracts that require the Group to make specified payments to reimburse to holder for loss that it
incurs because a specified debtor fails to make payment when it is due in accordance with the terms of a debt instrument.
Financial guarantee issued or commitments to provide a loan at below market interest rate are initially measured at fair value
and the initial fair value is amortised over the life of the guarantee or the commitment. Subsequently they are measured at higher
of this amortised amount and the amount of loss allowance.
F - 114
Annexure V
5.3.2.4 Loan commitment
Undrawn loan commitments are commitments under which, the Group is required to provide a loan with pre-specified terms to
the customer during the duration of commitment.
5.3.3 Financial liabilities and equity instruments
Financial instruments issued by the group are classified as either financial liabilities or as equity in accordance with the substance
of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Group’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in
profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.
Derivatives
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange
rate risks, including foreign exchange forward contracts and interest rate swaps.
Group has designed a risk strategy based to cover exposure on issuance of Benchmark Linked Debentures, by entering into a
derivative contracts either to minimise the loss or to earn a minimum committed income by entering into a combination of
derivative contracts (say for example purchased call and put options) with a wide range of strike prices. Above strategy has been
approved by the risk committee and ensures that risk is fully or partially covered, hence support to reduce the risk exposure.
Derivatives are initially recognised at fair value and are subsequently re-measured at fair value through profit or loss. The resulting
gain or loss is recognised in profit or loss immediately.
Embedded derivatives
An embedded derivative is a component of a hybrid instrument that also includes a non-derivative host contract with the effect
that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative An embedded derivative
causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified
interest rate, foreign exchange rate, or other variable, provided that, in the case of a non-financial variable, it is not specific to a
party to the contract.
Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair value if their
economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading
or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value
recognised in profit or loss, unless designated as effective hedging instruments.
F - 115
Annexure V
5.3.3 Financial liabilities and equity instruments (Continued)
Forward Rate Agreement (FRA) and Interest Rate Futures (IRF) (FY 2021-22 & FY 2020-21)
The Group enters into interest rate derivative transactions i.e. Forward Rate Agreement (FRA) and Interest Rate Futures (IRF) to
hedge the interest rate risk arising out of highly probable forecasted future cash inflows.
A Forward Rate Agreement (“FRA”) is a forward contract to hedge the risk of movements in interest rates. In FRA contract, the Group
fixes the yield on the government bond for the period till the maturity of the contract. The Group has entered into FRA to hedge
interest rate risk on forecasted premium receivable from already written policies at future dates.
Forward Rate Agreement derivative contracts are over-the-counter (OTC) transactions, agreeing to buy notional value of a debt
security at a specified future date, at a price determined at the time of the contract with an objective to lock in the price of an
interest bearing security at a future date.
The Forward Rate Agreement (FRA) contract is valued at the difference between the market value of underlying bond at the
spot reference yield taken from the SEBI approved rating agency and present value of contracted forward price of underlying
bond including present value of intermediate coupon inflows from valuation date till FRA contract settlement date, at applicable
INR-OIS rate curve.
Interest rate futures are standardized interest rate derivative contracts which are permitted by IRDAI to hedge risks on forecasted
transactions. These are traded on a recognized stock exchange to buy or sell a notional security or any other interest-bearing
instrument or an index of such instruments or interest rates at a specified future date, at a price determined at the time of the
contract.
The instrument is classified as FVTPL securities and the net gain on fair value change is recognized in the Reformatted
Consolidated Statement of Profit and Loss.
Derivatives Instruments are initially recognized at fair value at the date of entering into the derivative contracts and are
subsequently re-measured to their fair value at the end of each reporting period. The Company follows Cash Flow Hedge
accounting. Hedge effectiveness is ascertained at the inception of the hedge and periodically thereafter.
At the inception of the hedge, the Company documents the relationship between the hedging instrument and the hedged item, the
risk management objective, strategy for undertaking the hedge and the methods used to assess the hedge effectiveness. Hedge
effectiveness is the degree to which changes in the fair value or cash flows of the hedged item that are attributable to a hedged risk
are offset by changes in the fair value or cash flows of the hedging instrument. Hedge effectiveness is ascertained at the time of
inception of the hedge and periodically thereafter at Balance Sheet date.
The portion of fair value gain/loss on the IRD that is determined to be an effective hedge is recognized directly in appropriate account
i.e. ‘Fair value gain/loss on derivatives’ under the head Other Comprehensive Income and accumulated under the head of Cash Flow
Hedge Reserve in the Balance Sheet and the portion of IRD fair value gain/loss that gets determined as ineffective hedge or ineffective
portion of effective hedge, basis the hedge effectiveness assessment is recognized in the Reformatted Consolidated Statement of
Profit and Loss.
F - 116
Annexure V
5.3.3 Financial liabilities and equity instruments (Continued)
Forward Rate Agreement (FRA) and Interest Rate Futures (IRF) (Continued)
The accumulated gains or losses that were recognised directly in the Hedge Reserve are reclassified into Reformatted Consolidated
Statement of Profit and Loss, in the same period during which the income from hedged forecasted cash flows affect the Reformatted
Consolidated Statement of Profit and Loss (such as in the periods that income on the investments acquired from underlying
forecasted cashflow is recognized in the Reformatted Consolidated Statement of Profit and Loss). In the event that all or any portion
of loss or gain, recognised directly in the Hedge Reserve is not expected to be recovered in future periods, the amount that is not
expected to be recovered is reclassified to the Reformatted Consolidated Statement of Profit and Loss. Gains or losses arising from
hedge ineffectiveness, if any, are recognised in the Reformatted Consolidated Statement of Profit and Loss. Costs associated with
derivative contracts are considered as at a point in time cost.
5.4 Reclassification of financial assets and financial liabilities
The Group does not reclassify its financial assets subsequent to their initial recognition, apart from the exceptional circumstances in
which the Group acquires, disposes of, or terminates a business line. Financial liabilities are never reclassified.
5.5 Derecognition of financial assets and financial liabilities
5.5.1 Derecognition of financial assets due to substantial modification of terms and conditions
The Group derecognises a financial asset, such as a loan to a customer, when the terms and conditions have been renegotiated to
the extent that, substantially, it becomes a new financial assets, with the difference recognised as a derecognition gain or loss, to the
extent that an impairment loss has not already been recorded. The newly recognised financial asset are classified as Stage 1 for ECL
measurement purposes, unless the new financial asset is deemed to be POCI
When assessing whether or not to derecognise a financial asset, amongst others, the Group considers the following factors:
 Change in currency of the loan

 Introduction of an equity feature
 Change in counterparty
If the modification does not result in cash flows that are substantially different, the modification does not result in derecognition.
Based on the change in cash flows discounted at the original EIR, the Group records a modification gain or loss, to the extent that an
impairment loss has not already been recorded.
5.5.2 Derecognition of financial assets (other than due to substantial modification)
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when
the rights to receive cash flows from the financial asset have expired. The Group also derecognises the financial asset if it has both
transferred the financial asset and the transfer qualifies for derecognition.
The Group has transferred the financial asset if, and only if, either:
 The Group has transferred its contractual rights to receive cash flows from the financial asset; or
 It retains the rights to the cash flows, but has assumed an obligation to pay the received cash flows in full without material
delay to a third party under a ‘pass–through’ arrangement.
F - 117
Annexure V
5.5 Derecognition of financial assets and financial liabilities (Continued)
5.5.2 Derecognition of financial assets (other than due to substantial modification) (Continued)
Pass -through arrangements are transactions whereby the Group retains the contractual rights to receive the cash flows of a financial
asset (the ‘original asset’), but assumes a contractual obligation to pay those cash flows to one or more entities (the ‘eventual
recipients’), when all of the following conditions are met:
 The Group has no obligation to pay amounts to the eventual recipients unless it has collected equivalent amounts from the
original asset, excluding short-term advances with the right to full recovery of the amount lent plus accrued interest at market
rates
 The Group cannot sell or pledge the original asset other than as security to the eventual recipients
The Group has to remit any cash flows it collects on behalf of the eventual recipients without material delay. In addition, the Group
is not entitled to reinvest such cash flows, except for investments in cash or cash equivalents including interest earned, during the
period between the collection date and the date of required remittance to the eventual recipients.
A transfer only qualifies for derecognition if either:
 The Group has transferred substantially all the risks and rewards of the asset; or
 The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset
The Group considers control to be transferred if and only if, the transferee has the practical ability to sell the asset in its entirety to an
unrelated third party and is able to exercise that ability unilaterally and without imposing additional restrictions on the transfer.
5.5.3 Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing financial liability are substantially modified, such an exchange or modification is treated as a derecognition of the original
financial liability and the recognition of a new financial liability. The difference between the carrying value of the original financial
liability and the consideration paid, including modified contractual cash flow recognised as new financial liability, would be recognised
in profit or loss.
5.6 Impairment of financial assets
The Group records allowance for expected credit losses for all financial assets, other than financial assets held at FVTPL, together
with loan commitment and financial guarantee contracts. Equity instruments are not subject to impairment.
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables and lease receivables. The
application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Group uses a provision matrix to
determine impairment loss allowance on portfolio of its receivables. The provision matrix is based on its historically observed default
rates over the expected life of the receivables. However, if receivables contain a significant financing component, the Group chooses
as its accounting policy to measure the loss allowance by applying general approach to measure ECL.
F - 118
Annexure V
5.6 Impairment of financial assets (Continued)
For all other financial assets, where ECL to be recognised, the Group recognises lifetime ECL when there has been a significant
increase in credit risk (SICR) since initial recognition. If, on the other hand, the credit risk has not increased significantly since initial
recognition, the Group measures the loss allowance for such instrument at an amount equal to 12-month expected credit losses
(12m ECL). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of
a default occurring since initial recognition instead of an evidence of a financial asset being credit-impaired at the reporting date or
an actual default occurring.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life. In contrast,
12m ECL represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after
the reporting date.
The measurement of ECL is a function of the probability of default (PD), loss given default (LGD) (i.e. the magnitude of the loss if
there is a default) and the exposure at default (EAD). The assessment of the PD and LGD is based on historical data adjusted by
forward-looking information. As for the EAD, for financial assets, this is represented by the assets’ gross carrying amount at the
reporting date; for loan commitments and financial guarantee contracts, the exposure includes the amount drawn down as at the
reporting date, together with any additional amounts expected to be drawn down in the future by default date determined based
on historical trend, the Group’s understanding of the specific future financing needs of the borrowers, and other relevant forward-
looking information.
For financial assets, ECL is estimated as the difference between all contractual cash flows that are due to the Group in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. The
Group recognises an impairment loss or reversal of impairment loss in the reformatted consolidated statement of profit and loss
with a corresponding adjustment to their carrying amount through a loss allowance account.
If a financial instrument includes both a loan (i.e. financial asset) and an undrawn commitment (i.e. loan commitment) component
and the Group cannot separately identify the ECL on the loan commitment component from those on the financial asset component,
the ECL on the loan commitment have been recognised together with the loss allowance for the financial asset. To the extent that
the combined ECL exceed the gross carrying amount of the financial asset, the ECL have been recognised as a provision. Also, for
other loan commitments and all financial guarantee contracts, the loss allowance has been recognised as a provision.
5.7 Collateral valuation
To mitigate its credit risks on financial assets, the Group seeks to use collateral, where possible. The collateral comes in various forms,
such as cash, securities, letters of credit/guarantees, real estate, receivables, inventories, other non-financial assets and credit
enhancements such as netting agreements. Collateral, unless repossessed, is not recorded on the balance sheet. However, the fair
value of collateral affects the calculation of ECLs. It is generally assessed, at a minimum, at inception and reassessed on a periodical
basis. However, some collateral, for example, cash or securities relating to margining requirements, is valued daily
To the extent possible, the Group uses active market data for valuing financial assets held as collateral. Other financial assets which
do not have readily determinable market values are valued using models.
F - 119
Annexure V
5.8 Collateral repossessed
The Group’s policy is to determine whether a repossessed asset can be best used for its internal operations or should be sold. Assets
determined to be useful for the internal operations are transferred to their relevant asset category at the lower of their repossessed
value or the carrying value of the original secured asset. Assets for which selling is determined to be a better option are transferred
to assets held for sale at their fair value (if financial assets) and fair value less cost to sell for non-financial assets at the repossession
date in, line with the Group’s policy.
In its normal course of business, the Group does not physically repossess properties or other assets in its retail portfolio, but engages
external agents to recover funds, generally at auction, to settle outstanding debt. Any surplus funds are returned to the
customers/obligors.
5.9 Write off
Financial assets are written off either partially or in their entirety only when the Group has no reasonable expectation of recovery.
5.10 Forborne and modified loan
The Group sometimes makes concessions or modifications to the original terms of loans as a response to the borrower’s financial
difficulties, rather than taking possession or to otherwise enforce collection of collateral. The Group considers a loan forborne when
such concessions or modifications are provided as a result of the borrower’s present or expected financial difficulties and the Group
would not have agreed to them if the borrower had been financially healthy. Indicators of financial difficulties include defaults on
covenants, or significant concerns raised by the Credit Risk Department. Forbearance may involve extending the payment
arrangements and the agreement of new loan conditions. Once the terms have been renegotiated, any impairment is measured
using the original EIR as calculated before the modification of terms. It is the Group’s policy to monitor forborne loans to help ensure
that future payments continue to be likely to occur. Derecognition decisions and classification between Stage 2 and Stage 3 are
determined on a case- by-case basis. If these procedures identify a loss in relation to a loan, it is disclosed and managed as an impaired
Stage 3 forborne asset, until it is collected or written off.
5.11 Determination of fair value
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
 In the principal market for the asset or liability, or
 In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non- financial asset
takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that
are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs. In order to show how fair values have been derived, financial
instruments are classified based on a hierarchy of valuation techniques, as summarised below:
F - 120
Annexure V
5.11. Determination of fair value (Continued)
 Level 1 financial instruments −Those where the inputs used in the valuation are unadjusted quoted prices from active markets
for identical assets or liabilities that the Group has access at the measurement date. The Group considers markets as active
only if there are sufficient trading activities with regards to the volume and liquidity of the identical assets or liabilities and
when there are binding and exercisable price quotes available on the balance sheet date.
 Level 2 financial instruments−Those where the inputs that are used for valuation and are significant, are derived from directly
or indirectly observable market data available over the entire period of the instrument’s life.
 Level 3 financial instruments −Those that include one or more unobservable input that is significant to the measurement as
whole. For assets and liabilities that are recognised in the reformatted consolidated financial information on a recurring basis,
the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based
on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The Group periodically reviews its valuation techniques including the adopted methodologies and model calibrations.
Therefore, the Group applies various techniques to estimate the credit risk associated with its financial instruments measured at fair
value, which include a portfolio-based approach that estimates the expected net exposure per counterparty over the full lifetime of
the individual assets, in order to reflect the credit risk of the individual counterparties for non-collateralised financial instruments.
The Group evaluates the levelling at each reporting period on an instrument-by-instrument basis and reclassifies instruments when
necessary based on the facts at the end of the reporting period.
5.12. Revenue from contracts with customers
Revenue is measured at transaction price i.e. the amount of consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to the customer, excluding amounts collected on behalf of third parties. The Group consider
the terms of the contract and its customary business practices to determine the transaction price. Where the consideration promised
is variable, the Group excludes the estimates of variable consideration that are constrained. The Group applies the five-step approach
for the recognition of revenue:
I. Identification of contract
II. Identification of the separate performance obligation in the contract
III. Determination of transaction price
IV. Allocation of transaction price to separate performance obligation and
V. Recognition of revenue when (or as) each performance obligation is satisfied
The Group recognises revenue from the following sources:
a. Fee income including investment banking, advisory fees and syndication fees, is accounted over the period as the
customer simultaneously receives and consumes the benefits, as the services are rendered.
b. Clearing fee income arises, when the performance obligation related to trade is executed and a valid contract is
generated for the trade. Fee income is accounted for, at a point in time or over a period of time in accordance with
the terms and contracts entered into between the Group and the counterparty.
F - 121
Annexure V
5.12. Revenue from contracts with customers (Continued)
c. Brokerage income on securities and commodities broking business is recognised as per contracted rates at the
execution of transactions on behalf of the customers on the trade date and is reflected net of related sub-brokerage
expenses, goods and service tax (“GST”), transaction charges and stock exchange expenses. Brokerage income on
insurance broking business is recognised on an accrual basis at the inception of the insurance policy once the policy
is issued by the insurance company based on the terms agreed with the insurance companies and is exclusive of GST.
d. Investment management fees are recognised net of GST over the tenure in accordance with the Investment
Management Agreement with Edelweiss Mutual Fund (‘the mutual fund’) and comply with the Securities and
Exchange Board of India (Mutual Funds) Regulations, 1996 based on average Assets Under Management (‘AUM’)
confirmed by the mutual fund.
e. Management fee from trusts declared by it for acquisition of financial assets and the same is accounted for over
the tenure as per terms of the relevant trust deeds and offer document issued by the Trust. Further any upside
share in excess realisation over acquisition price of financial asset is recognised at point in time basis as per terms of
the relevant trust deed/offer document. Redemption incentive and recovery incentive is accounted over the
period on cash basis,
i.e. as and when received by the Group, based on terms of the relevant trust deeds and offer document issued by
the Trust.
f. Portfolio management fees are recognised over the tenure in accordance with portfolio management agreement
entered with respective clients.
g. Interest on delayed payments, warehousing charges and rental income are recognised as revenue on certainty of
realisation.
h. Agency commission/procurement income is recorded in pursuant to terms and conditions mentioned in scope of
work or agreement.
i. Real estate advisory fee income is recognised basis the terms and conditions mentioned in the agreement.
j. Revenue from fund management services (excluding mutual fund business) is recognised over the tenure in
accordance with the terms and conditions of the investment management agreement between the Group and
the Fund for which the Group acts as a fund manager.
k. Revenue from rendering of trustee services is recognised in accordance with the terms and conditions of the
Compensation Agreement between the trustee company and the fund. The amount recognised as revenue is
exclusive of GST.
l. Commodities sales are accounted as per the terms of agreement with parties.
m. Sale during the course of import by transfer of documents of title i.e. high seas sale is booked upon transfer of
documents of title to the goods in favour of buyer before the goods cross the custom frontiers of India.
n. The Group recognises incremental costs of obtaining a contract with a customer as an asset if it expects to recover
those costs. This asset is amortised to profit or loss on a systematic basis consistent with the transfer to the
customer of the goods or services to which the asset relates.
o. Lease rentals are recognised as income in reformatted consolidated statement of profit and loss on a straight-
line basis over the lease term. Costs related to operating and maintenance of investment property is recognised
as expense.
F - 122
Annexure V
5.12. Revenue from contracts with customers (Continued)
p. Insurance and other claims are recognised as revenue on certainty of realisation.
q. Profit or loss on sale of investments is recognised on trade date basis.
5.13. Leases
Group as a lessee
The Group has applied IND AS 116 using the partial retrospective approach.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to
control the use of an identified asset for a period in exchange for consideration. The Group applies a single recognition and
measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease
liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right of use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for
use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct
costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets
are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease Liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in
the assessment of an option to purchase the underlying asset.
Short term lease
The Group has elected not to recognise right of use asset and lease liabilities for short term leases of property that has lease term of
12 months or less. The Group recognises lease payment associated with these leases as an expense on a straight- line basis over lease
term.
Group as lessor
The Group’s accounting policy under Ind AS 116 has not changed from the comparative period. As a lessor the Group classifies its
leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards
incidental to ownership of the underlying asset and classified as an operating lease if it does not.
F - 123
Annexure V
5.14. Earnings per share
Basic earnings per share is computed by dividing the net profit after tax attributable to the equity shareholders for the year by the
weighted average number of equity shares outstanding for the year.
Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were
exercised or converted during the year. Diluted earnings per share is computed by dividing the net profit after tax attributable to the
equity shareholders for the year by weighted average number of equity shares considered for deriving basic earnings per share and
weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
5.15. Foreign currency transactions
The Reformatted Consolidated Financial information are presented in Indian Rupees which is also functional currency of the Parent.
For each entity the Group determines the functional currency and items included in the financial statements of each entity are
measured using that functional currency. Transactions in currencies other than Indian Rupees (i.e. foreign currencies) are recognised
at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated
in foreign currencies are translated at the rates prevailing at that date. Non- monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not retranslated
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.
5.16. Retirement and other employee benefit
Provident fund and national pension scheme
The Group contributes to a recognised provident fund and national pension scheme which is a defined contribution scheme. The
contributions are accounted for on an accrual basis and recognised in the reformatted consolidated statement of profit and loss.
Gratuity
The Group’s gratuity scheme is a defined benefit plan. The Group’s net obligation in respect of the gratuity benefit scheme is
calculated by estimating the amount of future benefit that the employees have earned in return for their service in the current and
prior periods, that benefit is discounted to determine its present value, and the fair value of any plan assets, if any, is deducted. The
present value of the obligation under such benefit plan is determined based on independent actuarial valuation using the Projected
Unit Credit Method. Benefits in respect of gratuity are funded with an Insurance company approved by Insurance Regulatory and
Development Authority (IRDA).
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest
on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined
benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through
OCI in the period in which they occur.
Remeasurements are not reclassified to profit or loss in subsequent periods.
Compensated Absenses
The eligible employees of the Group are permitted to carry forward certain number of their annual leave entitlement to subsequent
years, subject to a ceiling. The Group recognises the charge in the reformatted consolidated statement of profit and loss and
corresponding liability on such non- vesting accumulated leave entitlement based on a valuation by an independent actuary. The
cost of providing annual leave benefits is determined using the projected unit credit method.
F - 124
Annexure V
5.16. Retirement and other employee benefit (Continued)
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and

• The date that the Group recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following
changes in the net defined benefit obligation as an expense in the consolidated statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine
settlements; and
• Net interest expense or income
5.17. Share-based payment arrangements
Equity-settled share- based payments to employees are granted by the ultimate parent Company. These are measured by reference
to the fair value of the equity instruments at the grant date. These includes Stock Appreciation Rights (SARs) where the right to
receive the difference between the SAR price and the market price of equity shares of the ultimate parent Company on the date of
exercise, either by way of cash or issuance of equity shares of the ultimate parent Company, is at the discretion of the ultimate
parent Company. These are classified as equity settled share-based transaction.
The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based
on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each
reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision
of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with
a corresponding adjustment to the ’ESOP reserve’. In cases where the share options granted vest in instalments over the vesting
period, the Group treats each instalment as a separate grant, because each instalment has a different vesting period, and hence
the fair value of each instalment differs.
5.18. Property, plant and equipment and right – of – use assets
Property plant and equipment is stated at cost excluding the costs of day–to–day servicing, less accumulated depreciation and
accumulated impairment in value. Changes in the expected useful life are accounted for by changing the amortisation period or
methodology, as appropriate, and treated as changes in accounting estimates.
Subsequent costs incurred on an item of property, plant and equipment is recognised in the carrying amount thereof when those
costs meet the recognition criteria as mentioned above. Repairs and maintenance are recognised in profit or loss as incurred.
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under construction) less
their residual values over their useful lives. Depreciation is provided on a written down value basis from the date the asset is ready
for its intended use or put to use whichever is earlier. In respect of assets sold, depreciation is provided upto the date of disposal.
As per the requirement of Schedule II of the Companies Act, 2013, the Group has evaluated the useful lives of the respective
property, plant and equipment which are as per the provisions of Part C of the Schedule II for calculating the depreciation. The
estimated useful lives of the property, plant and equipment are as follows:
F - 125
Annexure V
5.18. Property, plant and equipment and right – of – use assets (Continued)
Estimated useful lives of the assets are as follows:
Nature of assets Estimated useful life

Building (other than Factory Building) 60 years
Plant and Equipments 15 years
Furniture and fixtures 10 years
Vehicles 8 years
Vessel (Boat) 13 years
Office Equipment 5 years
Computers - Servers and networks 6 years
Computers - End user devices, such as desktops, laptops, etc. 3 years
Solar power plant 15 years
Change in accounting policy for land and buildings from 31st March 2020:
Land and buildings are subsequently shown at fair value based on periodic valuations by external independent valuers, less
subsequent depreciation for buildings. Valuations will be carried out on a regular basis, unless the management consider it
appropriate to have an earlier revaluation, such that the carrying amount of property does not differ materially from that which
would be determined using fair values at the end of the reporting period. Any accumulated depreciation at the date of revaluation
is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset
(Refer note no.18 for details).
Subsequent measurement of land and building under revaluation model
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and
shown as a revaluation reserve in shareholders’ equity. An exception is a gain on revaluation that reverses a revaluation decrease
(impairment) on the same asset previously recognised as an expense. Decreases that offset previous increases of the same asset
are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are
charged to profit or loss. Each year the difference between depreciation based on the revalued carrying amount of the asset charged
to profit or loss and depreciation based on the asset’s original cost is transferred from the revaluation reserve to retained earnings
Right-of-use assets are presented together with property and equipment in the statement of reformatted consolidated financial
information – refer to the accounting policy 5.13. Right-of-use assets are depreciated on a straight-line basis over the lease term.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise
from the continued use of the asset. The carrying amount of those components which have been separately recognised as assets is
derecognised at the time of replacement thereof. Any gain or loss arising on the disposal or retirement of an item of property, plant
and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised
in profit or loss.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year
end and adjusted prospectively, if appropriate
5.19. Intangible assets
The Group’s intangible assets mainly include the value of computer software and management rights. An intangible asset is
recognised only when its cost can be measured reliably and it is probable that the expected future economic benefits that are
attributable to it will flow to the Group.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less
any accumulated amortisation and any accumulated impairment losses. Intangible assets with finite lives are amortised over the
useful economic life.
F - 126
Annexure V
5.20. Impairment of non-financial assets
The Group assesses at each balance sheet date whether there is any indication that an asset may be impaired based on internal/
external factors. If any such indication exists, the Group estimates the recoverable amount of the asset. If such recoverable amount
of the asset or the recoverable amount of cash generating unit which the asset belongs to is less than its carrying amount, the
carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the
reformatted consolidated statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed
impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject
to a maximum of the depreciable historical cost.
5.21. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity
of three months or less.
5.22. Provisions and other contingent liabilities
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. If the
effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net
present value using an appropriate pre- tax discount rate that reflects current market assessments of the time value of money and,
where appropriate, the risks specific to the liability.
A present obligation that arises from past events, where it is either not probable that an outflow of resources will be required to
settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also
disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. Claims against
the Group, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.
Contingent assets are not recognised in the reformatted consolidated financial information since this may result in the recognition
of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.
5.23. Income tax expenses
Income tax expense represents the sum of the current tax and deferred tax.
5.23.1 Current tax
The current tax payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported
in the reformatted consolidated statement of profit and loss because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax
rates that have been enacted or substantively enacted by the end of the reporting period.
5.23.2 Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
reformatted consolidated financial information and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are
generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will
be available against which those deductible temporary differences can be utilised.
F - 127
Annexure V
5.23. Income tax expenses (Continued)
5.23.2 Deferred tax (Continued)
Deferred tax assets are also recognised with respect to carry forward of unused tax losses and unused tax credits to the
extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax
credits can be utilised.
It is probable that taxable profit will be available against which a deductible temporary difference, unused tax loss or
unused tax credit can be utilised when there are sufficient taxable temporary differences which are expected to reverse
in the period of reversal of deductible temporary difference or in periods in which a tax loss can be carried forward or
back. When this is not the case, deferred tax asset is recognised to the extent it is probable that:
 the entity will have sufficient taxable profit in the same period as reversal of deductible temporary difference or
periods in which a tax loss can be carried forward or back; or
 tax planning opportunities are available that will create taxable profit in appropriate periods.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner
in which the subsidiaries expects, at the end of the reporting period, to recover or settle the carrying amount of its
assets and liabilities.
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively.
Minimum alternate tax (MAT)
MAT paid in a year is charged to the reformatted consolidated statement of profit and loss as current tax. The Group
recognises unused MAT credit as a deferred tax asset only to the extent that it is probable that the Group will be able
to utilise during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year
in which the Group recognises deferred tax asset (MAT credit) as an asset, the said asset is created by way of credit to
the reformatted consolidated statement of profit and loss. The Group reviews the MAT asset at each reporting date
and writes down the asset to the extent that it is not probable that the Group will be able to utilise it during the specified
period.
F - 128
Annexure V
5.24. Investment properties
Properties, including those under construction, held to earn rentals and/or capital appreciation are classified as investment
property and are measured and reported at cost, including transaction costs.
Depreciation is recognised using straight line method so as to write off the cost of the investment property less their residual values
over their useful lives specified in Schedule II to the Companies Act, 2013 or in the case of assets where the useful life was
determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end
to reflect the expected pattern of consumption of the future benefits embodied in the investment property. The estimated useful
life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful
life/residual value is accounted on prospective basis.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and
no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of property is recognised in
the reformatted consolidated statement of profit and loss in the same period.
Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated
impairment loss, if any
5.25. Business Combination
The acquisition method of accounting is used for business combinations by the Group. The cost of an acquisition is measured as
the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling
interests in the acquiree. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their
acquisition date fair values. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the
amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and
liabilities assumed. After initial recognition, goodwill is tested for impairment annually or more frequently if impairment indicators
exists. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated
to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
Business combination under common control
Common control business combinations includes transactions, such as transfer of subsidiaries or businesses, between entities
within a group. Group has accounted all such transactions based on pooling of interest method, which is as below:-
• The assets and liabilities of the combining entities are reflected at their carrying amounts.
• No adjustments are made to reflect fair values, or recognise any new assets or liabilities.
• The financial information in the reformatted consolidated financial information in respect of prior periods are restated as if the
business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the
actual date of the combination.
The identity of the reserves shall be preserved and shall appear in the financial information of the transferee in the same form in
which they appeared in the financial information of the transferor. The difference, if any, between the amount recorded as share
capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor
shall be transferred to capital reserve.
F - 129
Annexure V
5.26. Inventories:(FY 2020-21 & FY 2019-20)

Inventories are valued at weighted average cost or net realisable value whichever is lower.
5.27. Significant accounting policies of life insurance business (Edelweiss Tokio Life Insurance Company Limited (“ETLIFE”):
a. Product classification
Insurance contract
Insurance contracts are those contracts when ETLIFE has accepted significant insurance risk from the policyholders by agreeing to
compensate the policyholders if a specified uncertain future event (the insured event) adversely affects the policyholders.
As a general guideline, ETLIFE determines whether it has significant insurance risk, by comparing benefits paid with benefits payable
if the insured event did not occur. Such contract remains an insurance contract for the remainder of its lifetime, even if the insurance
risk reduces significantly during this period, unless all rights and obligations are extinguished or expire. Contracts can be classified
as insurance contracts after inception if insurance risk becomes significant.
Investment contract
Investment contracts are those contracts which are not insurance contract. Investment contracts are those contracts that transfer
financial risk with no significant insurance risk. Investment contracts can, however, be reclassified as insurance contracts after
inception if insurance risk becomes significant. Some insurance and investment contracts contain a discretionary participation
feature (DPF), which is a contractual right to receive additional benefits as a supplement to guaranteed benefits.
Insurance and investment contracts are further classified as with DPF, Linked Business and Others. Insurance contracts and
investment contracts with DPF are measured and accounted under existing accounting practices at the date of transition to Ind AS
which is in accordance with Ind AS 104.
b. Revenue recognition
• Premium Income
Premium income on insurance contracts and investment contracts with DPF are recognised as income when due from
policyholders. For regular premium contracts, receivables are recognised at the date when payments are due.
In respect of linked business, premium income is recognised when the associated units are allotted. Top up premiums paid by
unit-linked policyholders are considered as single premium and recognised as income when the associated units are created.
Where policies lapse due to non-receipt of premiums, then all the related premium income accrued but not received from the
date they are deemed to have lapsed is offset against premiums. Premium on lapsed policies is recognised as income on receipt
basis on reinstatement or revival of these policies.
• Reinsurance premium ceded
Reinsurance premium ceded is accounted at the time of recognition of premium income in accordance with the treaty or in
principle arrangement/agreement with the reinsurers.
• Income from Unit Linked Policies
Income from unit-linked policies, which include fund management charges, policy administration charges, mortality charges
and other charges, wherever applicable, are recovered from the unit-linked funds in accordance with the terms and conditions
of the policies issued and are recognised as and when due.
F - 130
Annexure V
5.27. Significant accounting policies of life insurance business (Edelweiss Tokio Life Insurance Company Limited (“ETLIFE”): (Continued)
b. Revenue recognition (Continued)
• Fee management charges of investment contract:(FY 2019-20)

Investments contract policyholders are charged fees for policy administration, investment management, surrenders or other
contract services. The fees are recognised as revenue in the period in which they are collected unless they relate to services
to be provided in future periods, in which case they are deferred and recognised as and when the services are provided.
(FY 2021-22 & FY 2020-21)
The fees may be fixed amounts or vary with the amounts being managed and will generally be charged as an adjustment to
the policyholder’s balance.
• Interest income on policy loans is recognised using effective interest rate method
c. Acquisition costs
Acquisition cost which are primarily relatable to the acquisition of insurance and investment contracts with DPF are expensed
in the period in which they are incurred.
For investment contracts with or without DPF, acquisition costs that are directly attributable to securing an investment
contract are deferred and amortised over the period in which the service is provided.
Benefits paid:
Benefits paid consists of the policy benefit and claim settlement costs, if any.
• Non-linked business
Death, rider, withdrawals and surrender claims are accounted for on receipt of intimation. Maturity, survival benefit and
annuities are accounted when due.
• Linked-business
Death and rider are accounted for on receipt of intimation. Maturity claims and survival benefit are accounted for on due
basis. Surrenders and withdrawals are accounted for on receipt of intimation. Amount payable on lapsed/ discontinued
policies are accounted for on expiry of lock in period of these policies.
• Reinsurance
Reinsurance claims receivable are accounted for in the same period as the related claim.
d. Reinsurance ceded
ETLIFE cedes reinsurance in the normal course of business, with retention limits varying by line of business. Premiums ceded
and claims reimbursed are presented on a gross basis in the reformatted consolidated statement of profit and loss.
Reinsurance assets primarily include balances due from reinsurance companies for ceded insurance. Amounts recoverable
from reinsurers are estimated in a manner consistent with the underlying contract liabilities, outstanding claims provisions or
settled claims associated with the reinsured policies and in accordance with the relevant reinsurance contract.
F - 131
Annexure V
5.27. Significant accounting policies of life insurance business (Edelweiss Tokio Life Insurance Company Limited (“ETLIFE”): (Continued)
d. Reinsurance ceded (Continued)
Reinsurance assets are reviewed for impairment at each reporting date, or more frequently, when an indication of impairment
arises during the reporting period. Impairment occurs when there is objective evidence as a result of an event that occurred
after initial recognition of the reinsurance asset that the company may not receive all outstanding amounts due under the
terms of the contract and the event has a reliably measurable impact on the amounts that the company will receive from the
reinsurer. The impairment loss is recorded in the reformatted consolidated statement of profit and loss.
e. Liability adequacy test
ETLIFE assesses at the end of each reporting period whether its recognised insurance liabilities are adequate, using current
estimates of future cash flows under its insurance contracts. If that assessment shows that the carrying amount of its insurance
liabilities is inadequate in the light of the estimated future cash flows, the entire deficiency shall be recognised in the
reformatted consolidated statement of profit and loss.
f. Policyholder Liability
Insurance contract and investment contract with DPF.
Insurance and investment contract with DPF claims / liabilities are measured using the accounting policies consistent with
those adopted previously under existing accounting practices.
Hence, the policyholder liabilities are calculated in accordance with the accepted actuarial practice, requirements of Insurance
Act, 1938 and amendments thereafter, applicable regulations notified by the Insurance Regulatory and Development Authority
of India (IRDAI), and Actuarial Practice Standards issued by the Institute of Actuaries of India.
g. Investment contracts without DPF
Liability in respect of investment contracts is recognised in accordance with Ind AS, taking into account accepted actuarial
practices.
h. Unclaimed amount of policyholders
• Assets held for unclaimed amount of policyholders is created and maintained in accordance with the requirement of
IRDAI Regulations and Investment Regulations, 2016 as amended from time to time.
• Unclaimed amount of policyholders’ assets grouped under other financial assets is invested in money market instruments
and / or fixed deposits of scheduled banks which are valued at amortised cost.
• Income on unclaimed amount of policyholders is credited to respective unclaimed account and is accounted for on an
accrual basis.
• Amount payable on account of income earned on assets held for unclaimed amount of policyholders is accounted for on
an accrual basis and is disclosed net of fund management charges.
• Unclaimed amount of policyholders’ liability grouped under trade payables is determined on the basis of NAV of the units
outstanding as at the valuation date.
• Amounts remaining unclaimed for a period of 10 years together with all respective accretions to the fund as per the above
mentioned regulations are deposited into the Senior Citizen Welfare Fund (SCWF).
F - 132
Annexure V
5.28 Significant accounting policies of General insurance business (Edelweiss General Insurance Company Limited “EGICL”)
Revenue recognition in general insurance business
• Premium Income
Premium income including reinsurance accepted (net of goods and service tax), is recognised as income at the
commencement of risk over the contract period or the period of risk, whichever is appropriate, on a gross basis and for
instalment basis, it is recognised on instalment due dates. Reinstatement premium is recorded as and when such
premiums are recovered. Any subsequent revisions to premium are recognised in the year in which they occur over the
remaining period of risk or contract period, as applicable. Adjustments to premium income arising on cancellation of
policies are recognised in the period in which they are cancelled. Premium received in advance represents premium
received prior to the commencement of the risk.
• Reinsurance Ceded
Insurance premium on ceding of the risk is recognised in the period in which the risk commences in accordance with
reinsurance arrangements with the reinsurers. Any subsequent revisions to, refunds or cancellations of premiums are
recognised in the year in which they occur. Premium on excess of loss reinsurance cover is accounted as per the terms
of the reinsurance arrangements. Adjustment to reinsurance premium arising on cancellation of policies is recognised
in the period in which they are cancelled.
• Commission income from reinsurance ceded
Commission from reinsurance ceded is recognised as income on ceding of reinsurance premium in the period of ceding
of risk. Profit commission under reinsurance treaties, wherever applicable, is recognised as income in the year of final
determination of profits as confirmed by reinsurers and combined with commission on reinsurance ceded.
• Reserve for Unexpired Risk
Reserve for unexpired risk represent that part of net written premium which is attributable to and allocated to the
succeeding accounting periods. Reserve for unexpired risk is calculated on net written premium on all unexpired policies
at the balance sheet date based on 1/365th method for all segments, other than Health insurance policies with Health
241 Add ON cover. In Marine Hull business it is subject to a minimum of 100%.
In Health insurance policies with Health 241 Add ON cover; the unexpired risk is calculated on net written premium on
all unexpired policies at the balance sheet date based on:
a. 1/730 basis where there is no claim reported in the 1st year of policy
b. 1/365 basis where the claim is reported in the 1st year of policy
F - 133
Annexure V
5.28 Significant accounting policies of General insurance business (Edelweiss General Insurance Company Limited “EGICL”)
(Continued)
• Claims Incurred
Claims incurred comprise of claims paid (net of salvage and other recoveries), change in estimated liability for
outstanding claims made following a loss occurrence reported and estimated liability for claims Incurred But Not
Reported (IBNR) and claims Incurred But Not Enough Reported (IBNER). Further, claims incurred also include specific
claim settlement costs comprising survey fees, legal expenses and other directly attributable costs. Claims (net of
amounts receivable from reinsurers/coinsurers) are recognised on the date of intimation based on internal management
estimates or on estimates from surveyors/insured in the respective revenue account(s).
Estimated liability for outstanding claims at balance sheet date is recorded net of claims recoverable from / payable to
co-insurers / reinsurers, salvage to the extent there is certainty of realisation and other recoveries. Estimated liability
for outstanding claims is determined by the management on the basis of ultimate amounts likely to be paid on each
claim, established by the management in light of past experience and progressively modified for changes as appropriate,
on availability of further information and in cases where claim payment period exceeds four years based on actuarial
valuation. These estimates include claim settlement costs likely to be incurred to settle outstanding claims.
IBNR reserves are provisions for claims that may have been incurred during the accounting period but have not been
reported or claimed. The IBNR provision also includes provision, for claims that have been incurred but are not enough
reported (IBNER). The provision for IBNR and IBNER is based on actuarial estimate duly certified by the Appointed
Actuary of EGICL. The actuarial estimate is derived in accordance with relevant IRDAI regulations and Guidance Note GN
21 issued by the Institute of Actuaries of India. The Appointed Actuary has certified that the methodology and
assumptions used to estimate the liability are appropriate and in accordance with guidelines and norms issued by the
Institute of Actuaries of India in concurrence with the IRDAI regulations.
• Premium deficiency
Premium deficiency (‘PDR’) is recognised at segmental revenue account level, when the sum of expected net claim costs,
related expenses and maintenance costs (related to claims handling) exceed the reserve for unexpired risks. The
premium deficiency is calculated and duly certified by the Appointed Actuary.
6. Critical accounting judgements and key sources of estimation uncertainty (FY 2021-22, FY 2020-21 & FY 2019-20)
In the application of the Group’s accounting policies, which are described in note 5, the management is required to make
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered
to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
F - 134
Annexure V
6. Critical accounting judgements and key sources of estimation uncertainty (Continued)
6.1 Critical judgements in applying accounting policies
The following are the critical judgements, apart from those involving estimations, that the management has made in the process of
applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the Reformatted
Consolidated Financial information.
a. Business model assessment
Classification and measurement of financial assets depends on the results of the solely payments of principal and interest
(SPPI) and the business model test. The Group determines the business model at a level that reflects how groups of financial
assets are managed together to achieve a particular business objective. This assessment includes judgement reflecting all
relevant evidence including how the performance of the assets is evaluated and their performance is measured, the risks
that affect the performance of the assets and how these are managed and how the managers of the assets are
compensated. The Group monitors financial assets measured at amortised cost that are derecognised prior to their
maturity to understand the quantum, the reason for their disposal and whether the reasons are consistent with the
objective of the business for which the asset was held. Monitoring is part of the Group’s continuous assessment of whether
the business model for which the remaining financial assets are held continues to be appropriate and if it is not appropriate
whether there has been a change in business model and so a prospective change to the classification of those assets.
b. Significant increase in credit risk
ECL is measured as an allowance equal to 12-month ECL for stage 1 assets, or lifetime ECL for stage 2 or stage 3 assets. An
asset moves to stage 2 when its credit risk has increased significantly since initial recognition. In assessing whether the
credit risk of an asset has significantly increased the Group takes into account qualitative and quantitative reasonable and
supportable forward-looking information.
c. Consolidation of structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding
who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are
directed by means of contractual arrangements. In the context of the Group, structured entities comprise securitisation
trusts in asset reconstruction business, mutual fund schemes and alternative investment funds / schemes thereof. The
Group consolidates the structured entities that it controls. When making this judgement, the Group also considers voting
and similar rights available to itself and other parties, who may limit the Group’s ability to control, including rights to
appoint, reassign or remove members of the structured entity’s key management personnel who have the ability to direct
the relevant activities, the exposure to variability of returns and whether the Group has the ability to use its power to affect
the amount of the Group’s returns i.e. the variability of returns in relation to the total returns of the investee entity.
d. Determining lease term for lease contracts with renewal and termination option
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating
whether it is reasonably certain, whether or not, to exercise the option to renew or terminate the lease. That is, it considers all
relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement
date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control that
affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold
improvements or significant customisation of the leased asset).
F - 135
Annexure V
6.2 Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the
reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, as described below. The Group based its assumptions and estimates on parameters available when the
Reformatted Consolidated Financial information were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are
reflected in the assumptions when they occur.
a. Fair value of financial instruments
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions
(i.e., an exit price) regardless of whether that price is directly observable or estimated using another valuation technique. When
the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets,
they are determined using a variety of valuation techniques that include the use of valuation models. The inputs to these
models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing
fair values.
For Investments made into Security receipts (SRs), Group uses discounted cash flow model, given that the SRs are less liquid
instruments. Expected cash flow levels including timing of cash flows are estimated by using quantitative and qualitative measures
regarding the characteristics of the underlying assets including default rates, nature and value of collaterals, manner of resolution
and other economic drivers. For any valuation which are based on models, Judgements and estimates are applied, which include
considerations of liquidity, credit risk (both own and counterparty), funding value adjustments, correlation and volatility.
b. Impairment of financial assets
The measurement of impairment losses across all categories of financial assets requires judgement, in particular, the estimation
of the amount and timing of future cash flows and collateral values when determining impairment losses and the assessment
of a significant increase in credit risk. These estimates are driven by a number of factors, changes in which can result in different
levels of allowances.
The Group’s ECL calculations are outputs of models with a number of underlying assumptions regarding the choice of variable inputs
and their interdependencies. Elements of the ECL models that are considered accounting judgements and estimates include:
• PD calculation includes historical data, assumptions and expectations of future conditions.
• The Group’s criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets
should be measured on a life-time expected credit loss and the qualitative assessment
• The segmentation of financial assets when their ECL is assessed on a collective basis
• Development of ECL models, including the various formulas and the choice of inputs
• Determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels and
collateral values, and the effect on PDs, EAD and LGD
• Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into
the ECL models
It is Group’s policy to regularly review its models in the context of actual loss experience and adjust when necessary.
F - 136
Annexure V
6.2 Key sources of estimation uncertainty (Continued)
c. Effective interest rate method
The Group’s EIR methodology, as explained in Note 5.1, recognises interest income / expense using a rate of return that
represents the best estimate of a constant rate of return over the expected behavioural life of loans given / taken and
recognises the effect of characteristics of the product life cycle.
This estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of the
instruments, as well expected changes fee income/expense that are integral parts of the instrument.
d. Accounting for deferred taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available
against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred
tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax
planning strategies.
The Group has recognised deferred tax assets on carried forward tax losses with respect to certain subsidiaries where the Group
believes that the said deferred tax assets shall be recoverable based on the estimated future taxable income which in turn is
based on approved business plans and budgets. The losses are allowed to be carried forward to the years in which the Group
expects that there will be sufficient taxable profits to offset these losses.
e. Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate
(‘IBR’) to measure lease liabilities. Incremental borrowing rate is the rate of interest that the Group would have to pay to borrow
over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset
in a similar economic environment.
f. Asset liability management

Management has made an assessment of its ability to continue and is satisfied that it has the resources to continue in business
for the foreseeable future.
7. Standards issued but not yet effective
(FY 2021-22)
Ministry of Corporate Affairs ('MCA') notifies new standard or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On 23 March 2022, MCA issued the Companies (Indian Accounting
Standards) Amendment Rules, 2022, applicable from 1 April 2022, as below:
Ind AS 103 – Reference to Conceptual Framework

The amendments specifiy that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired
and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under
Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition
date. These changes do not significantly change the requirements of Ind AS 103. The Group does not expect the amendment to have
any significant impact in its reformatted consolidated financial information.
F - 137
Annexure V
7. Standards issued but not yet effective (Continued)
Ind AS 16 – Proceeds before intended use

The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from
selling items produced while the Company is preparing the asset for its intended use. Instead, an entity will recognise such sales
proceeds and related cost in profit or loss. The Company does not expect the amendments to have any impact in its recognition of
its property, plant and equipment in its financial statements. Ind AS 37 – Onerous Contracts - Costs of Fulfilling a Contract The
amendments specify that that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that
relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or
an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the Group does
not expect the amendment to have any significant impact in its reformatted consolidated financial information.

The amendment clarifies which fees an entity includes when it applies the ‘10 percent’ test of Ind AS 109 in assessing whether to
derecognise a financial liability. The Group does not expect the amendment to have any significant impact in its reformatted
consolidated financial information.

The amendments remove the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any
potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives were described in
that illustration. The Group does not expect the amendment to have any significant impact in its reformatted consolidated financial
information.
(FY 2020-21 & FY 2019-20)
There are no new standard or amendment issued but not effective.
F - 138
Notes to the Reformatted Consolidated Financial information (Continued)
Annexure V
8. Cash and cash equivalents
Particulars 31-Mar-2022 31-Mar-2021 31-Mar-2020
Cash in hand 31.97 35.23 4.81

Cheques in hand 295.93 231.91 44.41
Balances with banks: (refer note 1 below)
-in Current accounts 16,590.97 24,311.51 28,234.79
-in fixed deposits with original maturity less than 3 months 2,966.76 14,406.50 21,141.18
Total 19,885.63 38,985.15 49,425.19
Note 1:
Pledged bank balance/fixed deposits aggregating to ₹ 3,271.32 million ( FY 2020-21: ₹ 802.35 million and FY 2019-20: ₹ 4,623.07 million) against debt securities issued.
9. Bank Balance other than cash and cash equivalents
Fixed deposits at amortised cost (refer Note 1 below) 9,583.98 8,608.72 36,657.89
(held as margin money or security against borrowings, debt securities and guarantees)
In unpaid dividend accounts 919.36 8.19 13.00
Total 10,503.34 8,616.91 36,670.89
Note 1:
• Pledged fixed deposit aggregating to ₹ 3,484.44 million (FY 2020-21: ₹ 2,275.42 million and FY 2019-20: ₹ 24,512.91 million) with bank for securing credit facilities,
obtaining bank guarantees, securitisation contracts and meeting margin requirement for trading in cross currency swaps and forward margin.
• Pledged fixed deposit aggregating to ₹ Nil million (FY 2020-21: ₹ 5.00 million and FY 2019-20: ₹ 5.00 million) with IRDA.
• Pledged fixed deposit aggregating to ₹ 72.66 million (FY 2020-21: ₹ 73.02 million and FY 2019-20: ₹ 41.89 million) with VAT,CST and excise authorities.
• Pledged fixed deposit aggregating to ₹ 41.88 million (FY 2020-21: ₹ 41.88 million and FY 2019-20: ₹ 56.39 million) with agriculture produce market committee for
obtaining Mandi license.
• Pledged fixed deposit aggregating to ₹ Nil million (FY 2020-21: ₹ Nil million and FY 2019-20: ₹ 22.42 million) with exchange towards arbitration.
• Earmarked with bank for a specific purpose ₹ Nil million (FY 2020-21: ₹ Nil million and FY 2019-20: ₹ 6,503.70 million) and therefore not available for immediate and
general use.
F - 139
Annexure V
10. Derivative financial instruments
Fair value of asset Fair value of liability

31-Mar-2022 Notional amount (Units) Notional amount (Units)
(₹) (₹)

Spot and forwards - - - -
Currency Futures 20,336,139 58.71 7,234,000 3.13
Options purchased 168,942,000 158.73 - -
Options sold - - 238,204,000 173.39
Less: amounts offset (refer note 10.1) (20,336,139) (58.71) (245,438,000) (176.52)
Sub total (i) 158.73 -
(ii) Interest rate derivatives

Forwards and Interest Rate Swaps 12,650,000,000 53.61 20,852,521,074 267.16
Options purchased - - - -
Options sold (written) - - - -
Futures 24,596,000 1.23 13,972,000 0.48
Subtotal (ii) 53.61 267.16
(iii) Equity linked derivatives

Stock Futures 9,700,015 47.70 6,088,386 39.10
Options sold (written) - - 1,549,875 15.15
Swaps - - - -
Subtotal (iii) 71.97 15.15
(iv) Index linked derivatives

Index Futures 56,811 44.92 16,050 (4.51)
Options purchased 3,387,400 380.11 279,400 32.71
Less: amounts offset (refer note 10.1) (56,811) (44.92) (1,856,000) (99.72)
Subtotal (iv) 380.11 421.17
(v) Embedded derivatives

In market linked debentures - 20.80 43,158 1,556.41
In others - - - -
Subtotal (v) 20.80 1,556.41
(vi) Commodity derivatives

Commodity Futures 13,000 0.00 800 0.02
Others - - - -
Less: amounts offset (refer note 10.1) (13,000) (0.00) (800) (0.02)
Subtotal (vi) - -
Total 685.22 2,259.89
Fair value of liability

31-Mar-2021 Notional amount (Units) Fair value of asset (₹) Notional amount (Units)
(₹)

Spot and forwards - - 3,133,541 444.04
Options sold - - 120,674,406 116.87
Less: amounts offset (refer note 10.1) - (6.15) - (569.62)

Futures 32,000 0.01 3,502,000 0.36
Subtotal (ii) 55.01 77.86

Stock Futures 16,733,835 106.30 15,321,173 91.53
Subtotal (iii) 172.25 31.73

Index Futures 224,944 18.97 466,775 16.36
Options purchased 24,195,400 2,525.44 1,402,750 204.79
Subtotal (iv) 2,525.44 362.57

In market linked debentures Not Applicable 23.79 Not Applicable 1,373.35
Subtotal (v) 23.79 1,373.35
(vi) Commodity derivatives

Commodity Futures - - - -
Others - - - -
Less: amounts offset (refer note 10.1) - - - -
Subtotal (vi) - -
Total 2,902.03 1,845.51
F - 140
Annexure V
10. Derivative financial instruments (Continued)
Fair value of liability

31-Mar-20 Notional amount (Units) Fair value of asset (₹) Notional amount (Units)
(₹)

Spot and forwards 3,439,607 0.03 10,184,303 216.14
Options sold - - 299,185,000 527.23

Futures 1,000,000 1.31 43,960,000 38.74
Subtotal (ii) 85.65 162.84

Stock Futures 5,655,939 43.50 9,224,636 55.87
Swaps - - 145,550 0.24
Subtotal (iii) - -

Index Futures 299,045 10.23 1,471,365 154.86
Options purchased 11,332,750 2,112.95 - -
Options sold (written) - - 22,860,665 3,331.92
Subtotal (iv) 2,112.95 2,914.63

In market linked debentures Not Applicable 2,637.76 Not Applicable 735.01
Subtotal (v) 2,637.76 735.01
Total 5,321.87 3,812.48
0.00 million indicates amount less than ₹ 0.01 million
Notes
1. Notional amounts in the above tables refer to number of underlying equity shares in case of stock futures and options, number of underlying index units in case of
index-linked derivatives, number of underlying currency units in case of currency derivatives, number of underlying government securities / bonds in case of interest rate
futures, amount of notional currency in case of interest rate swaps.
2. Group has designed a risk based strategy to cover exposure on issued Benchmarked Linked Debentures, by entering into a derivative contracts either to minimise the
loss or to earn a minimum committed income by entering into a combination of derivative contracts (say for example purchased call and put options) with a wide range of
strike prices. Above strategy has been approved by the risk committee of respective subsidiary Companies in the Group and ensures that risk is fully or partially covered,
which supports to reduce the risk exposure.
F - 141
Annexure V
10.1 Offsetting:
The tables below summarise the financial assets and liabilities subject to offsetting, enforceable master netting and similar agreements, as well as financial collateral
received to mitigate credit exposures for these financial assets, and whether offset is achieved in the Reformatted Consolidated Statement of Assets and Liabilities:
Financial assets subject to offsetting, netting arrangements

Financial assets subject to Offsetting recognised in the balance Netting potential not recognised in Assets not Total Maximum
offsetting sheet balance sheet subject to assets Exposure to Risk
netting
arrangements
Assets
Net asset after Assets Recognised
Gross asset After
Amount recognised Financial Collateral considerati recognised in in the
before consideration of
offset* in balance liabilities received on of the balance balance
offset netting potential
sheet netting sheet sheet
potential
Derivative financial assets 742.92 152.56 590.36 51.34 71.55 610.57 94.87 685.22 705.43
Margin placed with broker 537.15 (2.36) 539.51 - - 539.51 - 539.51 539.51
Financial liabilities subject to Offsetting recognised in the balance Netting potential not Liabilities not Total Maximum
offsetting sheet recognised in balance subject to liabilities Exposure to Risk
sheet netting
arrangements
Liabilities
Gross Net liability after Liabilities Recognised After
liability Amount recognised Financial Collateral considerati recognised on in the consideration
before offset* in balance assets paid on the balance balance of netting
offset sheet of netting sheet sheet potential
potential
Derivative financial liabilities 2,496.41 315.84 2,180.57 51.34 - 2,129.23 79.32 2,259.89 2,208.55
Assets not
Offsetting recognised in the balance Netting potential not recognised in subject to Maximum
Financial assets subject to offsetting Total assets
sheet balance sheet netting Exposure to Risk
arrangements
Assets after
Net asset Assets Recognised
Gross asset considerati After
Amount recognised in Financial Collateral recognised in in the
before on of consideration of
offset* balance liabilities received the balance balance
offset netting netting potential
sheet sheet sheet
potential
Derivative financial assets 2,944.75 131.43 2,813.32 50.68 (5.38) 2,757.26 88.71 2,902.03 2,845.97
Cash settlement balances from
158.11 - 158.11 - - 158.11 - 158.11 158.11
clearing houses
Offset against the Margin
(Refer to other financial asset
(158.11) - (158.11) - - (158.11) - (158.11) (158.11)
Receivable from exchange /
clearing house (net))
Margin placed with broker 652.18 0.30 651.88 - - 651.88 - 651.88 651.88
Liabilities not
Netting potential not
Financial liabilities subject to Offsetting recognised in the balance subject to Total Maximum
recognised in balance
offsetting sheet netting liabilities Exposure to Risk
sheet
arrangements
Liabilities
potential
Derivative financial liabilities 2,386.47 887.99 1,498.48 50.68 (10.70) 1,437.10 347.03 1,845.51 1,784.13
F - 142
Annexure V
10.1 Offsetting (Continued):
Financial assets subject to offsetting Offsetting recognised in the balance Netting potential not recognised in Assets not Total assets Maximum
sheet balance sheet subject to Exposure to Risk
netting
arrangements
Assets after
Net asset Assets Recognised
Gross asset considerati After
Amount recognised in Financial Collateral recognised in in the
before on of consideration of
offset* balance liabilities received the balance balance
offset netting netting potential
sheet sheet sheet
potential
Derivative financial assets 3,138.69 84.20 3,054.49 97.83 (54.82) 3,011.48 2,267.38 5,321.87 5,278.86
Cash settlement balances from
160.02 - 160.02 - - 160.02 - 160.02 160.02
clearing houses
Offset against the Margin
(Refer to other financial asset
(160.02) - (160.02) - - (160.02) - (160.02) (160.02)
Receivable from exchange /
clearing house (net))
Margin placed with broker 1,310.89 67.19 1,243.70 - - 1,243.70 - 1,243.70 1,243.70
Liabilities not
Netting potential not
Financial liabilities subject to Offsetting recognised in the balance subject to Total Maximum
recognised in balance
offsetting sheet netting liabilities Exposure to Risk
sheet
arrangements
Liabilities
potential
Derivative financial liabilities 4,345.35 1,434.44 2,910.91 - - 2,910.91 901.57 3,812.48 3,812.48
*As at the reporting date the amount of cash margin received that has been offset against gross derivative assets ₹ 152.56 million (FY 2020-21: ₹ 131.43 million and
FY 2019-20: ₹ 84.20 million). As at the reporting date the amount of cash margin paid that has been offset against gross derivative liability ₹ 315.84 million (FY 2020-
21: ₹ 887.99 million and FY 2019-20: ₹ 1,435.20 million).
F - 143
Annexure V
11. Stock in trade (Securities held for trading) at FVTPL

Government Securities 10,085.12 8,636.63 7,462.91
Mutual Fund 1,377.90 1,136.21 6,500.47
Debt securities 133.65 246.93 707.83
Equity Shares 3,521.44 5,726.99 2,786.73
Preference Shares - - 0.13
Total 15,118.11 15,746.76 17,458.07
Investments in India 14,431.88 15,160.89 16,396.11

Investments outside India 686.23 585.87 1061.96
Total 15,118.11 15,746.76 17,458.07
Note: Stock in trade pledged with exchange is amounting to ₹ 1,404.19 million (FY 2020-21: ₹ 1,477.90 million and FY 2019-20: ₹ 1,522.19 million).
12. Trade Receivables

Receivables considered good - secured 0.03 102.84 2,896.70
Receivables considered good - unsecured 2,210.47 2,430.07 6,513.71
Receivables which have significant increase in credit risk 434.21 275.50 863.49
Receivables - credit impaired 3,875.42 4,418.48 5,098.72
Gross receivables 6,520.13 7,226.89 15,372.62
Provision for impairment - unsecured (20.12) (19.85) (235.37)
Allowance for expected credit losses - Receivables which have significant increase in credit risk (52.19) (33.66) (137.28)
Provision for impairment - credit impaired (1,756.11) (2,112.89) (1,947.59)
Total receivables net of provision 4,691.71 5,060.49 13,052.38
12.1 Trade receivables ageing schedule
As at 31 March 2022 Outstanding for following periods from due date of receipt
Less than 6 6 months -1
Particulars Unbilled Not Due 1-2 years 2-3 years More than 3 years Total
months year
i) Undisputed Trade receivables – considered
good - - 2,208.09 2.17 0.22 0.02 - 2,210.50
have significant increase in credit risk - - 241.91 188.37 3.75 0.18 - 434.21
impaired - - 106.58 300.15 472.68 448.50 2,544.86 3,872.77
good - - - - - - - -
significant increase in credit risk - - - - - - - -
impaired - - - - - 2.65 - 2.65
Gross receivables (A) - - 2,556.58 490.69 476.65 451.35 2,544.86 6,520.13
- - (19.81) (0.07) (0.22) (0.02) - (20.12)
good
have significant increase in credit risk (26.76) (21.50) (3.75) (0.18) - (52.19)
- -
(40.05) (53.41) (90.72) (87.51) (1,481.77) (1,753.46)
impaired - -
- - - - - -
good - -
- - - - - -
significant increase in credit risk - -
- - - (2.65) - (2.65)
impaired - -
Total ECL Provision on receivables (B) - - (86.62) (74.98) (94.69) (90.36) (1,481.77) (1,828.42)
Total receivables net of provision = (A)-(B) - - 2,469.96 415.71 381.96 360.99 1,063.09 4,691.71
Particulars Unbilled Not Due Less than 6 6 months -1 1-2 years 2-3 years More than 3 years Total
months year
good - - 1,898.64 360.06 272.11 0.86 1.24 2,532.91
have significant increase in credit risk - - 244.29 30.34 0.63 0.24 - 275.50
impaired - - 274.36 612.90 725.74 844.48 1,958.35 4,415.83
good - - - - - - - -
impaired - - - 2.65 - - - 2.65
Gross receivables (A) - - 2,417.29 1,005.95 998.48 845.58 1,959.59 7,226.89
(17.27) (2.40) (0.18) - - (19.85)
good - -
(25.10) (8.32) - (0.14) - (33.56)
have significant increase in credit risk - -
(86.48) (224.92) (190.69) (309.53) (1,299.65) (2,111.27)
impaired - -
- - - - - -
good - -
- - - (0.10) - (0.10)
significant increase in credit risk - -
(1.62) (1.62)
Total ECL Provision on receivables (B) - - (128.85) (237.26) (190.87) (309.77) (1,299.65) (2,166.40)
Total receivables net of provision = (A)-(B) - - 2,288.44 768.69 807.61 535.81 659.94 5,060.49
F - 144
Annexure V
12.1 Trade receivables ageing schedule (Continued):
Particulars Unbilled Not Due Less than 6 6 months -1 1-2 years 2-3 years More than 3 years Total
months year
good 5.98 5.56 7,945.58 236.66 203.50 32.05 5.33 8,434.66
have significant increase in credit risk - - 310.21 553.18 - 0.10 - 863.49
impaired - - 402.97 841.44 1,357.22 849.25 1,612.47 5,063.35
good - - 957.77 3.95 13.61 0.42 - 975.75
impaired - - 21.72 0.04 - 1.14 12.47 35.37
Gross receivables (A)
5.98 5.56 9,638.25 1,635.27 1,574.33 882.96 1,630.27 15,372.62
- - (81.24) (77.51) (43.76) (9.95) (5.33) (217.79)
good
- - (50.17) (87.02) - (0.09) - (137.28)
- - (111.67) (243.39) (415.57) (259.59) (881.99) (1,912.21)
impaired
- - (0.62) (3.14) (13.61) (0.21) - (17.58)
good
- - - - - - - -
- - (21.72) (0.04) - (1.15) (12.47) (35.38)
impaired
Total ECL Provision on receivables (B) - - (265.42) (411.10) (472.94) (270.99) (899.79) (2,320.24)
Total receivables net of provision = (A)-(B) 5.98 5.56 9,372.83 1,224.17 1,101.39 611.97 730.48 13,052.38
There are no unbilled or not due trade receivables as at 31 March 2022 and 31 March 2021.
No trade or other receivable are due from directors or other officers of the Group either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies
respectively in which any director is a partner, a director or a member.
12.2 Reconciliation of impairment allowance on trade receivables:
Particulars Amount
Impairment allowance measured as per simplified approach
Impairment allowance as on 31-Mar-19 2,210.88
Add/ (less): asset originated or acquired or recovered (net) 109.36
Add/ (less): asset originated or acquired or recovered (net) (153.84)
Add/ (less): asset originated or acquired or recovered (net) (337.98)
F - 145
Annexure V
13. Loans
31-Mar-2022 31-Mar-2021 31-Mar-2020

Particulars at amortised cost at FVTPL Total at amortised cost at FVTPL Total at amortised cost at FVTPL Total
Term Loans
Corporate and Retail Credit 226,067.34 3,361.82 229,429.16 251,307.42 2,089.30 253,396.72 295,418.49 5,479.21 300,897.70
Distressed Credit 12,587.17 - 12,587.17 13,223.15 - 13,223.15 12,882.28 - 12,882.28
Other Credit 221.69 - 221.69 154.43 - 154.43 1,105.61 - 1,105.61
Total Gross (A) 238,876.20 3,361.82 242,238.02 264,685.00 2,089.30 266,774.30 309,406.38 5,479.21 314,885.59
Less: Impairment loss allowance 42,181.86 - 42,181.86 42,228.84 - 42,228.84 30,335.93 - 30,335.93
Total (Net) (A) 196,694.34 3,361.82 200,056.16 222,456.16 2,089.30 224,545.46 279,070.45 5,479.21 284,549.66
Secured by tangible assets (Property including land, building

216,040.95 3,361.82 219,402.77 224,915.41 2,089.30 227,004.71 199,222.69 5,479.21 204,701.90
and project receivables)
Secured by Inventories, fixed deposits and other marketable
6,839.83 - 6,839.83 16,610.60 - 16,610.60 84,764.72 - 84,764.72
securities
Unsecured 15,995.42 - 15,995.42 23,158.99 - 23,158.99 25,418.97 - 25,418.97
Total Gross (B) 238,876.20 3,361.82 242,238.02 264,685.00 2,089.30 266,774.30 309,406.38 5,479.21 314,885.59
Total (Net) (B) 196,694.34 3,361.82 200,056.16 222,456.16 2,089.30 224,545.46 279,070.45 5,479.21 284,549.66
Loans in India
Public sector - - - - - -
Others 238,876.12 3,361.82 242,237.94 264,685.00 2,089.30 266,774.30 309,405.99 5,479.21 314,885.20
Total Gross (C) 238,876.12 3,361.82 242,237.94 264,685.00 2,089.30 266,774.30 309,405.99 5,479.21 314,885.20
Total (Net) (C) (I) 196,694.26 3,361.82 200,056.08 222,456.16 2,089.30 224,545.46 279,070.06 5,479.21 284,549.27
Loans outside India 0.08 - 0.08 - - - 0.39 - 0.39

Less: Impairment loss allowance - - - - - - - - -
Total (Net) (C) (II) 0.08 - 0.08 - - - 0.39 - 0.39
Total (C) (I) and (C) (II) 196,694.34 3,361.82 200,056.16 222,456.16 2,089.30 224,545.46 279,070.45 5,479.21 284,549.66
(FY 2021-22 & FY 2020-21)

Note: Loans including Installment and Interest outstanding due from the directors amounts to ₹ Nil million (FY 2020-21: ₹ Nil million).
(FY 2019-20)
Note: For details of loans given to Directors refer note 53.
F - 146
Annexure V
13.1 Credit Quality
The table below shows the credit quality and the maximum exposure to credit risk based on the Group’s internal grading and year-end stage classification. The amounts presented are gross of impairment allowances.
Details of the Group’s internal grading system are explained in Note 57.7 and policies on whether ECL allowances are calculated on an individual or collective basis are set out in Note 57.7
Loans at amortised cost
31-Mar-2022
Particulars Stage I Stage II Stage III1,3 POCI Total
Performing
High grade 59,434.99 - - - 59,434.99
Standard grade 5.92 43,162.84 - - 43,168.76
Non-performing
Impaired - - 123,685.28 12,587.17 136,272.45
Total 59,440.91 43,162.84 123,685.28 12,587.17 238,876.20
31-Mar-2021
Performing
High grade 86,632.34 - - - 86,632.34
Standard grade 129.46 47,662.60 - - 47,792.06
Non-performing
Impaired - - 117,037.45 13,223.15 130,260.60
Total 86,761.80 47,662.60 117,037.45 13,223.15 264,685.00
31-Mar-2020
Performing
High grade 151,747.49 147.38 - - 151,894.87
Standard grade 123.26 61,441.58 45.64 - 61,610.48
Non-performing
Impaired - - 83,018.75 12,882.28 95,901.03
Total 151,870.75 61,588.96 83,064.39 12,882.28 309,406.38
Gross carrying amount and corresponding ECL reconciliation – Loans
Particulars Non-credit impaired Credit impaired POCI Total
Stage I Stage II Stage III POCI

Carrying amount
Gross carrying Allowance for Gross carrying Allowance for Gross carrying Allowance for Gross carrying Allowance for
(Net of Allowance
amount ECL amount ECL amount ECL2 amount ECL
for ECL)
Balance at 01 April 2019 312,340.85 2,712.59 39,831.24 1,552.21 18,369.08 5,058.56 16,968.59 387,509.76 9,323.36
Effect of acquisitions made during the year 14,063.46 - 3,607.85 - 4,979.04 - - 22,650.35 -
Transfers:
Transfers to 12 Month ECL (Stage 1) 1,505.67 43.20 (1,486.58) (38.64) (19.09) (4.56) - - -
Transfers to lifetime ECL (Stage 2) (36,377.44) (491.57) 36,422.89 498.92 (45.45) (7.35) - - -
Transfers to lifetime ECL- Credit impaired (Stage 3) (45,563.42) (746.49) (25,073.88) (729.84) 70,637.30 1,476.33 - - -
Net re-measurement of ECL arising from transfer of stage - 147.42 - 4,413.08 - 6,007.93 - - 10,568.43
Net new and further lending/(repayments) (including
(94,098.37) 330.72 8,287.44 1,067.49 (10,856.49) 9,045.93 (4,086.31) (100,753.73) 10,444.14
write-off) and sale to ARC / AIF 3
Balance at 31 March 2020 151,870.75 1,995.87 61,588.96 6,763.22 83,064.39 21,576.84 12,882.28 309,406.38 30,335.93
F - 147
Annexure V
13.1 Credit Quality
Particulars Non-credit impaired Credit impaired POCI Total
Stage I Stage II Stage III POCI

Carrying amount
Gross carrying Allowance for Gross carrying Allowance for Gross carrying Allowance for Gross carrying Allowance for
(Net of Allowance
amount ECL amount ECL amount ECL2 amount ECL
for ECL)
Balance at 31 March 2020 151,870.75 1,995.87 61,588.96 6,763.22 83,064.39 21,576.84 12,882.28 309,406.38 30,335.93
Effect of acquisitions made during the year 47.01 - - - - - - 47.01 -
Transfers: - - - - - - -
Transfers to lifetime ECL (Stage 2) (21,024.73) (526.76) 24,688.92 1,177.83 (3,664.19) (651.07) - - -
Transfers to lifetime ECL- Credit impaired (Stage 3) (10,621.36) (25.46) (19,472.21) (737.78) 30,093.57 763.24 - - -
Net re-measurement of ECL arising from transfer of stage - (776.89) - 481.75 - 8,753.15 - - 8,458.01
(38,201.31) (197.04) (14,494.94) (2,487.22) 7,586.99 6,119.16 340.87 (44,768.39) 3,434.90
Balance at 31 March 2021 86,761.80 1,280.31 47,662.60 4,394.27 117,037.45 36,554.26 13,223.15 264,685.00 42,228.84
Effect of acquisitions made during the year 62.53 - - - - - - 62.53 -

Transfers: - - - - - - -
Transfers to lifetime ECL (Stage 2) (5,232.67) (271.72) 10,655.01 721.39 (5,422.34) (449.67) - - -
Transfers to lifetime ECL- Credit impaired (Stage 3) (1,374.39) (34.11) (1,527.55) (129.37) 2,901.94 163.48 - - -
- -
Net re-measurement of ECL arising from transfer of stage - (204.64) - 112.72 - 843.56 - - 751.64
(24,272.60) (474.16) (10,691.19) (1,091.15) 9,728.44 766.69 (635.98) (25,871.33) (798.62)
Balance at 31 March 2022 59,440.91 586.54 43,162.84 3,797.47 123,685.28 37,797.85 12,587.17 238,876.20 42,181.86
1 This also includes stage III assets in EARC on distressed assets book, interest accrued on non-performing assets and stage III assets held by Group entities other than NBFCs on trade and general purpose advances.
2 Allowance under this category also includes provision on assets as mentioned in note 1 above.
3 (FY 2021-22 and FY 2020-21)

Refer Note 77.
(FY 2019-20)
During the year ended 31 March 2020 and 31 March 2019, ECL Finance, Edelweiss Finvest Private Limited, Edelweiss Retail Finance Limited and Edelweiss Housing Finance Limited (together ‘subsidiaries’) of the Group
have sold certain financial assets aggregating to ` 53,140 million (net of provisions and losses) and ` 5,830 million (net of provisions of losses) respectively to various asset reconstructions company trusts (‘ARC Trusts’)
and acquired security receipts (SR) amounting to ` 47,650 million. Ind AS 109 - Financial Instruments, prescribed under section 133 of the Companies Act, 2013, requires substantial risks and rewards to be transferred for
the purpose of de-recognition of such financial assets from these subsidiaries’ reformatted Ind AS financial information. EFSL, the holding company, and Edelweiss Rural and Corporate Services Limited (ERCSL), a
subsidiary, have guaranteed significant risks and assumed rewards in respect of financial assets aggregating to ` 35,570 million. As a result, these financial assets are de-recognized in subsidiaries’ Reformatted Financial
information. Further, as the risks and rewards continues in the Group, these are accounted as financial assets in the Reformatted Consolidated Financial information and the consequent expected credit loss will be
recorded in the Reformatted Consolidated Financial information of the Group.
4 (FY 2019-20)
During the year ended 31 March 2020, the Group completed its re-assessment of probability of default, loss given default in respect of exposures to certain sectors that were experiencing operational challenges. Credit
and market risks for certain counter parties increased significantly relative to such risks at initial recognition, resulting in recognition of higher amount of expected credit losses and gain/loss on fair value changes for the
year ended 31 March 2020. Management judgement for expected credit losses and gain/loss on fair values changes has been accentuated on account of factors caused by the COVID-19 pandemic. Accordingly, the Group
has recorded for the year ended 31 March 2020 an amount of ` 26,240 million towards expected credit losses, write-offs, loss on sale to ARC Trusts and Funds and net loss on fair value changes.
F - 148
Annexure V
14. Investments
31-Mar-2022 Amortised FVOCI FVTPL Designated At Cost Total

cost at FVTPL (Associates & Others)
Security Receipts - - 33,412.56 - - 33,412.56

Government Securities - 15,472.21 2,127.50 9,839.45 - 27,439.16
Equity Shares - - 16,296.63 - 20,215.69 36,512.32
Debt securities 1,195.63 5,091.71 5,023.67 2,731.65 - 14,042.66
AIF Fund - 11.76 9,142.67 - - 9,154.43
Mutual Fund - - 2,539.08 - - 2,539.08
Preference Shares - - 1,142.22 - - 1,142.22
Others 668.03 - 1,259.80 923.07 - 2,850.90
Total 1,863.66 20,575.68 70,944.13 13,494.17 20,215.69 127,093.33
Investments in India 1,863.66 20,563.92 70,647.88 13,494.17 20,215.69 126,785.32
Investments outside India - 11.76 296.25 - - 308.01
Total 1,863.66 20,575.68 70,944.13 13,494.17 20,215.69 127,093.33
Less - Impairment Loss allowance - 11.76 806.68 - - 818.44
Total 1,863.66 20,563.92 70,137.45 13,494.17 20,215.69 126,274.89
31-Mar-2021 Amortised FVOCI FVTPL Designated At Cost Total

cost at FVTPL (Associates & Others)

Government Securities - 13,671.98 1,256.67 8,125.37 - 23,054.02
Equity Shares - - 12,227.69 - 17,166.31 29,394.00
Debt securities 1,305.81 3,159.10 3,771.26 1,715.85 - 9,952.02
AIF Fund - 11.28 8,263.39 - - 8,274.67
Mutual Fund - - 2,053.87 - - 2,053.87
Preference Shares - 15.83 1,771.44 - - 1,787.27
Others - - 1,184.65 885.04 - 2,069.69
Total 1,305.81 16,858.19 68,007.87 10,726.26 17,166.31 114,064.44
Investments in India 1,305.34 16,772.57 67,786.68 10,726.26 17,166.31 113,757.16
Investments outside India 0.47 85.62 221.19 - - 307.28
Total 1,305.81 16,858.19 68,007.87 10,726.26 17,166.31 114,064.44
Less - Impairment Loss allowance - 11.28 980.14 - - 991.42
Total 1,305.81 16,846.91 67,027.73 10,726.26 17,166.31 113,073.02
31-Mar-20 Amortised FVOCI FVTPL Designated Others Total

cost at FVTPL at Cost
Government Securities - 11,653.91 923.51 5,549.92 - 18,127.34
Equity Shares - - 7,428.09 - - 7,428.09
Debt securities 243.86 3,363.24 2,407.70 1,882.93 - 7,897.73
AIF Fund - 13.10 4,275.39 - - 4,288.49
Mutual Fund - - 762.08 - - 762.08
Preference Shares - 24.58 1,916.77 13.19 - 1,954.54
Total 243.86 15,054.83 60,360.35 7,446.04 - 83,105.08
Investments in India 243.86 14,795.53 60,151.61 7,446.04 - 82,637.04
Investments outside India - 259.30 208.74 - - 468.04
Total 243.86 15,054.83 60,360.35 7,446.04 - 83,105.08
Less - Impairment Loss allowance - 439.06 - - - 439.06
Total 243.86 14,615.77 60,360.35 7,446.04 - 82,666.02
Note: Investments pledged with bank, exchange, brokers and against debts securities issued is amounting to ₹ 48,717.19 million (FY 2020-21: ₹ 32,309.69 million and FY 2019-20: ₹
36,961.83 million)
F - 149
Annexure V
14. Investments (Continued)
14.1 Investments measured at FVOCI
Credit quality of assets
The table below shows the gross carrying amount of the Group’s investments measured at FVOCI by credit risk, based on the Group’s internal credit rating system and year-end stage
classification. The amount presented are gross of impairment allowances. Details of the Group’s internal grading system and policies on whether ECL allowances are calculated on an
individual or collective basis are set out in Note 57.7
31-Mar-2022
Gross carrying Gross carrying Gross carrying Gross carrying
Particulars amount amount amount amount
(Stage 1) (Stage 2) (Stage 3) Total
High grade 19,018.93 - - 19,018.93
Standard grade 1,544.99 - - 1,544.99
Individually impaired - - 11.76 11.76
Total 20,563.92 - 11.76 20,575.68
31-Mar-2021
High grade 16,183.92 - - 16,183.92
Standard grade - - - -
Total 16,183.92 - 674.27 16,858.19
31-Mar-20
High grade 14,204.35 - - 14,204.35
Standard grade 31.23 - - 31.23
Total 14,235.58 - 819.25 15,054.83
Reconciliation of gross carrying amount and corresponding ECL for investments measured at FVOCI
31-Mar-2022
Gross Carrying 12 months Gross Carrying 12 months
Particulars Amount ECL allowance Amount ECL allowance
(Stage 1) (Stage 1) (Stage 3) (Stage 3)
Gross carrying amount - opening balance 16,183.92 0.12 674.27 11.16
New assets originated or purchased 9,777.99 49.92 0.13 -
Assets derecognised or matured (excluding write offs) (including gains /
(6,684.00) (50.04) (662.64) 0.60
losses thereon)
Interest income during the year 1,286.01 - - -
Foreign Exchange - - - -
Transfer to Stage 1 - - - -
Impact of year end ECL of exposures transferred between stages during the
- - - -
year
Gross carrying amount - closing balance 20,563.92 - 11.76 11.76
31-Mar-2021
Gross carrying amount - opening balance 14,235.58 0.12 819.25 438.94
New assets originated or purchased 7,978.49 - - -
(7,108.47) - (156.26) (24.45)
losses thereon) net
Foreign Exchange (30.24) - - -
Transfer to Stage 3 (11.28) - 11.28 (11.28)
Impact of year end ECL of exposures transferred between stages during the year - - - (392.05)
Gross carrying amount - closing balance 16,183.92 0.12 674.27 11.16
31-Mar-20
Gross carrying amount - opening balance 12,826.50 21.50 - -
New assets originated or purchased 9,141.61 0.15 - -
(8,320.81) - - -
losses thereon)
Foreign Exchange 20.49 - - -
Transfer to Stage 1 - 0.06 - -
Transfer to Stage 3 (819.25) (21.59) 819.25 21.59
Impact of year end ECL of exposures transferred between stages during the year - - - 417.35
Gross carrying amount - closing balance 14,235.58 0.12 819.25 438.94
F - 150
Annexure V
14. Investments (Continued)
14.2 Investments measured at amortised cost
The table below shows the gross carrying amount of the Group’s investments measured at amortised cost by credit risk, based on the Group’s internal credit rating system and year-end
stage classification. The amount presented are gross of impairment allowances. Details of the Group’s internal grading system and policies on whether ECL allowances are calculated on an
individual or collective basis are set out in Note 57.7
31-Mar-2022 31-Mar-2021 31-Mar-2020

Particulars amount amount amount
High grade 1,863.66 1,305.81 243.86
Standard grade - - -
Individually impaired - - -
Total 1,863.66 1,305.81 243.86
Reconciliation of gross carrying amount for investments measured at amortised cost
31-Mar-2022 31-Mar-2021 31-Mar-2020

Particulars amount amount amount
Gross carrying amount - opening balance 1,305.81 243.86 569.80
New assets originated or purchased 247,632.65 126,739.93 42,520.30
Assets derecognised or matured (excluding write offs) (including gains / losses thereon) (247,076.31) (125,677.98) (42,855.17)
Changes to contractual cash flows due to modifications not resulting in derecognition 1.51 - 8.93
Amounts written off - - -
Transfer to Stage 1 - - -
Gross carrying amount - closing balance 1,863.66 1,305.81 243.86
14.3 Equity investment measured at FVOCI

(FY 2020-21 and FY 2019-20)
The Group had designated its equity investments at FVOCI, since it were held for strategic purpose. No dividend was recognized in respect of the such equity investments measured at
FVOCI. The said investment were monitored on a continuous basis; however due to deterioration in the economic activity, the reduction in the fair value amounting to ₹ Nil million (FY
2019-20: ₹1,700 million) was recognized in OCI. Fair value of the Investment at the date of derecognition was ₹ Nil million (FY 2019-20: ₹1,305 million).
In order to protect against any further fair value loss/value erosion in respect of the said investment; such investment was derecognized by converting these CCDs into NCDs and settled at
face value of ₹ Nil million (FY 2019-20: ₹ 1,305 million). The loss on the derecognition of such investment was ₹ Nil million (FY 2019-20: ₹ 1,700 million).
F - 151
Annexure V
15. Other financial assets

Receivable from Trust 32.58 6,252.87 1,712.00
Receivable from exchange / clearing house (net) 1,994.41 448.43 2,841.35
Deposits placed with/ for exchange/ depositories 111.86 130.79 535.88
Margin placed with broker 5,142.77 2,859.51 688.74
Rental deposits 134.99 191.85 396.63
Deposits- others 91.96 79.38 157.46
Reinsurance receivables 577.21 364.34 83.51
Unclaimed amount of policyholders 28.67 29.57 34.86
Receivable on account of sale of investments 590.66 - -
Others 2,330.12 2,271.33 909.03
Total 11,035.23 12,628.07 7,359.46
16. Deferred tax assets and liabilities
Deferred tax assets (net) 31-Mar-2022 31-Mar-2021 31-Mar-2020

Provision for expected credit losses 2,310.64 2,592.26 3,912.40
Unused tax losses / credits 8,739.24 7,854.43 5,497.04
Employee benefits obligations 58.66 58.37 81.40
Fair valuation of Financial Assets 726.44 592.35 645.73
Fair valuation of Derivatives (22.50) 5.34 782.22
Property, Plant and Equipment and Intangible assets (882.66) (1,073.22) (731.41)
Adjustment of effective interest rate on Borrowings (284.21) (444.54) (622.63)
Total 10,645.61 9,584.99 9,564.75
Deferred tax liabilities (net) 31-Mar-2022 31-Mar-2021 31-Mar-2020

Provision for expected credit losses 95.14 (28.73) 626.65
Unused tax losses / credits (109.09) - (0.02)
Employee benefits obligations (18.95) (19.51) (14.10)
ESOP Perquisite (4.01) (4.01) (4.01)
Fair valuation of Financial Assets 676.04 611.72 -
Property, Plant and Equipment and Intangible assets 1,422.99 1,492.04 1,853.64
Adjustment of effective interest rate on Borrowings 3.27 7.41 181.57
Special Reserve u/s 36(1)(viii) 101.02 98.70 -
Total 2,166.41 2,157.62 2,643.73
F - 152
Annexure V
17. Investment property
Particulars Gross Block Depreciation and impairment Net Block

As at Additions Deductions/ As at As at Impairment Charge for Deductions/ As at As at
1-Apr-21 during the adjustments 31-Mar-22 1-Apr-21 charge / the year adjustments 31-Mar-22 31-Mar-22
year during the (reversals) for during the
year the year year
Investment Property
Land 1,408.62 - - 1,408.62 18.27 - - - 18.27 1,390.35
Real Estate 2,676.00 240.03 649.59 2,266.44 671.72 (50.08) 0.89 - 622.53 1,643.91
Total 4,084.62 240.03 649.59 3,675.06 689.99 (50.08) 0.89 - 640.80 3,034.26

year the year year
Investment Property
Land 1,408.62 - - 1,408.62 18.27 - - - 18.27 1,390.35
Real Estate 3,445.13 272.10 1,041.23 2,676.00 378.21 348.69 - 55.18 671.72 2,004.28
Total 4,853.75 272.10 1,041.23 4,084.62 396.48 348.69 - 55.18 689.99 3,394.63

year the year year
Investment Property
Land 228.35 1180.27 - 1,408.62 - - - (18.27) 18.27 1,390.35
Real Estate 2,953.83 491.30 - 3,445.13 37.67 323.03 17.51 - 378.21 3,066.92
Total 3,182.18 1,671.57 - 4,853.75 37.67 323.03 17.51 (18.27) 396.48 4,457.27
Fair value of investment properties

Property 31-Mar-22 31-Mar-21 31-Mar-20
Land 2,256.90 2,256.90 2256.94
Real estate property 3,120.13 3,767.76 3,157.85
Total 5,377.03 6,024.66 5,414.79
F - 153
Annexure V

Deductions/a
Additions/adjust Revaluation Impairment/(re Deductions/adjus
Particulars ments during the adjustment, if versal) of tments during
01-Apr-2021 during the 31-Mar-2022 01-Apr-2021 year 31-Mar-2022 31-Mar-2022
year any impairment the year
year
a) Property, Plant and Equipments
Land 236.79 - - - 236.79 - - - - - 236.79

Flat and Building* 11,575.19 424.61 (504.22) 183.16 11,312.42 609.57 716.03 (4.20) 16.13 1,305.27 10,007.15
Right to use (ROU) - Flat and
1,360.66 178.50 - 189.60 1,349.56 703.22 217.97 - 33.21 887.98 461.58
Building
Leasehold Premises 60.31 14.70 - 12.35 62.66 38.24 10.36 - 8.02 40.58 22.08
Plant and Equipment 343.71 20.53 - 60.97 303.27 198.95 38.01 - 56.25 180.71 122.56
Furniture and Fixtures 259.39 53.92 - 33.41 279.90 150.19 26.38 - 25.54 151.03 128.87
Vehicles 42.84 2.73 - 33.70 11.87 30.89 3.22 - 26.84 7.27 4.60
Office equipment 303.04 8.71 - 76.04 235.71 244.34 24.42 - 66.43 202.33 33.38
Vessel (Boat) 4.85 - - 0.01 4.84 0.98 0.29 - - 1.27 3.57
Computers 491.86 52.95 - 102.68 442.13 449.19 55.47 - 90.87 413.79 28.34
Solar Power Equipment 62.07 - - 0.04 62.03 33.87 5.33 - 0.02 39.18 22.85
Total (A) 14,740.71 756.65 (504.22) 691.96 14,301.18 2,459.44 1,097.48 (4.20) 323.31 3,229.41 11,071.77
b) Intangibles
Software 1,965.01 283.46 - 199.74 2,048.73 1,240.64 412.94 - 149.97 1,503.61 545.12
Trademark/ Design and
790.87 - - 81.82 709.05 47.50 50.00 - 47.50 50.00 659.05
Copyright/Asset Management Rights
Total (B) 2,755.88 283.46 - 281.56 2,757.78 1,288.14 462.94 - 197.47 1,553.61 1,204.17
Total (A+B) 17,496.59 1,040.11 (504.22) 973.52 17,058.96 3,747.58 1,560.42 (4.20) 520.78 4,783.02 12,275.94

Deductions/ad
Additions/adjust Revaluation Impairment/(rev Deductions/adjus
As at justments As at As at Charge for the As at As at
Particulars ments during the adjustment, if ersal) of tments during the
year any impairment year
year
Equipments
Land 236.79 - - - 236.79 - - - - - 236.79
Leasehold Land 0.63 - - 0.63 - 0.63 - - 0.63 - -
Flat and Building* 11,740.37 - - 165.18 11,575.19 67.18 610.05 - 67.66 609.57 10,965.62
2,687.20 252.57 - 1,579.11 1,360.66 623.35 442.14 - 362.27 703.22 657.44
Building
Leasehold Premises 281.48 0.33 - 221.50 60.31 102.78 42.47 - 107.01 38.24 22.07
Plant and Equipment 196.87 177.51 - 30.67 343.71 114.90 84.05 - - 198.95 144.76
Furniture and Fixtures 329.45 28.32 - 98.38 259.39 142.18 44.37 - 36.36 150.19 109.20
Vehicles 76.04 8.66 - 41.86 42.84 38.97 21.66 - 29.74 30.89 11.95
Office equipment 394.92 48.38 - 140.26 303.04 246.36 52.34 - 54.36 244.34 58.70
Vessel (Boat) 4.85 - - - 4.85 0.89 0.13 - 0.04 0.98 3.87
Computers 1,022.83 167.45 - 698.42 491.86 656.04 243.92 - 450.77 449.19 42.67
Solar Power Equipment 62.07 - - - 62.07 27.64 6.23 - - 33.87 28.20
Total (A) 17,033.50 683.22 - 2,976.01 14,740.71 2,020.92 1,547.36 - 1,108.84 2,459.44 12,281.27
b) Intangibles
Software 2,705.02 571.85 - 1,311.86 1,965.01 1,172.73 688.31 - 620.40 1,240.64 724.37
756.55 34.32 - - 790.87 33.05 14.45 - - 47.50 743.37
Total (B) 3,461.57 606.17 - 1,311.86 2,755.88 1,205.78 702.76 - 620.40 1,288.14 1,467.74
Total (A+B) 20,495.07 1,289.39 - 4,287.87 17,496.59 3,226.70 2,250.12 - 1,729.24 3,747.58 13,749.01
F - 154
Annexure V
18. Property, plant and equipment and intangibles (Continued)

Deductions/ad
As at justments As at As at Charge for the As at As at
Particulars ments during the tments during the
year year
year
Equipments
Land 236.79 - - 236.79 - - - - 236.79
Leasehold Land 43.14 - 42.51 0.63 0.70 0.01 0.08 0.63 -
Flat and Building (Refer Note 4) 4,613.90 192.78 100.93 4,705.75 477.69 224.13 (5.51) 707.33 3,998.42
Revaluation on Flat and Building &
- 7,034.62 - 7,034.62 - - 640.15 (640.15) 7,674.77
Land (Refer Note 2)
- 2,696.88 9.68 2,687.20 - 643.31 19.96 623.35 2,063.85
Building**
Leasehold Premises** 288.69 (288.69) - - 78.79 32.80 111.59 - -
Right to use (ROU) - Leasehold
- 282.97 1.49 281.48 - - (102.78) 102.78 178.70
Premises**
Plant and Equipment 74.69 122.45 0.27 196.87 68.97 46.12 0.19 114.90 81.97
Vehicles 88.25 12.11 24.32 76.04 22.40 17.22 0.65 38.97 37.07
Vessel (Boat) 1.07 3.78 4.85 0.40 0.49 - 0.89 3.96
Computers 999.25 181.32 157.74 1,022.83 514.14 237.87 95.97 656.04 366.79
Solar Power Equipment 62.07 - - 62.07 20.57 7.07 - 27.64 34.43
Total (A) 6,945.86 10,489.15 401.51 17,033.50 1,468.73 1,356.87 804.68 2,020.92 15,012.58
b) Intangibles
Software 2,296.01 596.71 187.70 2,705.02 619.32 601.09 47.68 1,172.73 1,532.29
668.42 88.13 - 756.55 62.73 23.75 53.43 33.05 723.50
Total (B) 2,964.43 684.84 187.70 3,461.57 682.05 624.84 101.11 1,205.78 2,255.79
Total (A+B) 9,910.29 11,173.99 589.21 20,495.07 2,150.78 1,981.71 905.79 3,226.70 17,268.37
*pledged against debt securities and borrowings.
**Transfer due to transition to Ind AS 116
Notes
1 (FY 2021-22)
The Group management approved revaluation of owned flats and buildings classified under property, plant and equipment after assessing the valuation made by duly appointed independent valuer. Accordingly, the Group has recognised the revaluation
loss of ₹ 385.14 million (net of tax) in other comprehensive income for the year ended 31 March 2022.
2 (FY 2019-20)
The Group decided to move to revaluation model from cost model for accounting class of asset (i.e. Flats and buildings) as at 31 March 2020. The management approved revaluation of owned flats and buildings classified under property plant and
equipment after assessing the valuation made by duly appointed independent valuer. These valuations are determined basis open market values of similar property and its intrinsic value. Flats and buildings are fair valued and recognised gain of ₹ 7,674.77
million. The gross carrying value of flats and building is increased by ₹ 7,034.62 million after adjusting accumulated depreciation of ₹ 640.15 million. A revaluation surplus is accounted in other comprehensive income as revaluation reserves amounting to ₹
5,139.92 million net of deferred tax liability of ₹ 2,534.83 million.
3 (FY 2020-21)
Property, plant and equipment aggregating to ₹ 1,447.54 million (FY 2019-20: ₹ 844.74 million) pledged against secured NCDs and term loans.
4 FY 2019-20: Includes ₹ 12.37 million as asset held for sale.
F - 155
Annexure V
19. Capital-Work-in Progress (CWIP)
(a) CWIP ageing schedule
As at 31 March 2022
Amount in CWIP for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress 0.57 - - - 0.57
Projects temporarily suspended - - - - -
Total 0.57 - - - 0.57
As at 31 March 2021
Particulars Total
Total 7.93 - - - 7.93
As at 31 March 2020
Particulars Total
Total 111.56 - - - 111.56
(b) There are no capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan.
20. Intangible assets under development
(a) Intangible assets under development ageing schedule
As at 31 March 2022
Amount for a period of
Particulars Total
Projects in progress 138.34 57.36 - - 195.70
Total 138.34 57.36 - - 195.70
As at 31 March 2021
Particulars Total
Projects in progress 122.72 1.45 - - 124.17
Total 122.72 1.45 - - 124.17
As at 31 March 2020
Particulars Total
Projects in progress 215.70 98.38 1.17 5.53 320.79
Total 215.70 98.38 1.17 5.53 320.79
(b) For Intangible assets under development, whose completion is overdue or has exceeded its cost compared to its original plan:
As at 31 March 2022
To be completed in
Particulars Total
Digital Lending Platform (DLP)* 125.00 - - - 125.00
Total 125.00 - - - 125.00
As at 31 March 2021
To be completed in
Particulars Total
Project - - - - -
Total - - - - -
As at 31 March 2020
To be completed in
Particulars Total
Projects in progress 2.00 134.01 17.77 - 153.78
Total 2.00 134.01 17.77 - 153.78
*The subsidiary of the Company is developing a Digital Lending Platform (DLP) for automation of retail loan origination process. The original projected
cost of the software was estimated at ₹ 95.00 million with a variation of 10% . During the development phase, Co - Lending Model (CLM) module was
identified as an additional module for development, accordingly the project cost is revised and estimated to be ₹ 125.00 million. Further, timeline for
completion of the project has been revised from November 2021 to end of financial year 2023.
F - 156
Annexure V
21. Goodwill on consolidation

Balance at the beginning of the year 663.35 1,723.41 1,742.72
Add:- Goodwill arising on acquisitions - - -
Less:- Goodwill derecognised / impaired - (1,060.06) (19.31)
Balance at the end of year 663.35 663.35 1,723.41
The recoverable amount of subsidiaries/associates is based on its value in use. The value in use is estimated using discounted cash flows. Cash flows is estimated by capitalising the future
maintainable cash flows by an appropriate capitalisation rate and then discounted using pre-tax discount rate. Operating margins and growth rates for the five year cash flow projections have
been estimated based on past experience and after considering the financial budgets/forecasts provided by the management. The values assigned to the key assumptions represent
management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources.
The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount.
21.1. Goodwill impairment assessment
Goodwill acquired through business combinations has been allocated to following cash–generating unit (CGU), for impairment testing, as follows:
A. Impairment testing of goodwill in Broking and distribution business:
For 31 March 2021 - Refer note 63
Particulars 31-Mar-20
Goodwill 1,020.21
Carrying value of CGU (including goodwill) 1,635.35
Recoverable amount of CGU 2,655.56
Key assumptions in computing value in use:
Discount rate 13%
Total expected cash-flows for 5 years 5,370.00
The calculation of value in use is most sensitive to expected cash-flows and discount rate.
Basis of key
Reasonably assumed
Key assumptions assumptions and
possible change
associated risk
Discount rates
Increase/ decrease
Discount rates reflect the current
by 100 basis points
market
assessment of the
risk associated.
Based on the
projected cash-flows Increase/ decrease
Expected cash-flows
and expected by 500 basis points
increase in profit in
the coming years.
F - 157
21.1. Goodwill impairment assessment (Continued)

Annexure V
Sensitivity to changes in assumptions
Management performed a sensitivity analysis to assess impact of reasonable changes to key assumptions on reformatted consolidated statement of profit and loss keeping other assumptions constant
that could cause the carrying value of the CGU to exceed its recoverable amount. These are summarised in the table below, which shows the details of the sensitivity of the above measures on the CGU’s
value in use (VIU):
As at 31 March 2020
Goodwill VIU Discount rate Expected cash-flows
Amount Amount Change Impact Change Impact Change Impact Change Impact
INR INR bps INR bps INR bps INR bps INR
million million million million million million
1,020.21 3,490.00 100.00 (100.12) (100.00) 111.07 500.00 177.83 (500.00) (171.49)
B. Impairment testing of goodwill in Edelweiss House property
During the year ended 31 March 2021, goodwill amounting to ₹ 432.94 million is written off in the Reformatted consolidated financial information.
Goodwill 432.94
Carrying amount of CGU (including goodwill) 3,534.64
Recoverable amount 8,771.19
Fair value less cost of disposal is taken as the recoverable amount and compared with the carrying amount (excluding revaluation gains) for impairment testing.
Key assumptions in computing recoverable amount:
Basis of fair valuation:
Total carpet area of building (sq. feet) 186,550.00
Fair value of property (INR per sq. feet) 49,492.53
Total Fair value (in million) 9,232.83

Less: Cost of disposal (461.64)
Fair value less cost of disposal 8,771.19
Impairment assessment on goodwill is based on cashflow projection approved by Board of directors of respective subsidiaries.
The above fair value falls within level 3 of the fair value hierarchy.
Note: Balance goodwill recognised in the Reformatted consolidated financial information are from various legal entities and are not material.
F - 158
Annexure V
22. Other non-financial assets

Input tax credit 1,972.00 1,595.28 1,548.61
Prepaid expenses 1,911.60 1,877.84 996.13
Vendor Advances 211.12 191.22 377.51
Advances to employees 9.38 9.56 29.48
Deposits 18.86 19.94 34.14
Other assets 343.55 112.82 390.07
Capital Advances - - 229.44
Total 4,466.51 3,806.66 3,605.38
23. Trade payables

Total outstanding dues of micro enterprises and small enterprises (MSME) 17.51 1.22 38.03
Total outstanding dues of creditors other than micro enterprises and small enterprises 12,883.76 4,893.56 12,747.80
Total 12,901.27 4,894.78 12,785.83
23.1 Trade payables ageing schedule
Particulars Unbilled Not Due Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) Total outstanding dues of micro enterprises and small enterprises - - 17.50 0.01 - - 17.51
(ii) Total outstanding dues of creditors other than micro enterprises and small
enterprises 1,966.64 - 10,776.53 31.74 81.00 27.85 12,883.76
(iii)Disputed dues of micro enterprises and small enterprises - - - - - - -
(iv)Disputed dues of creditors other than micro enterprises and small
enterprises - - - - - - -
Total 1,966.64 - 10,794.03 31.75 81.00 27.85 12,901.27
(i) Total outstanding dues of micro enterprises and small enterprises 0.08 - 1.14 - - - 1.22
enterprises 1,389.71 - 3,005.70 305.47 96.52 96.16 4,893.56
Total 1,389.79 - 3,006.84 305.47 96.52 96.16 4,894.78
(i) Total outstanding dues of micro enterprises and small enterprises - 27.26 10.77 - - - 38.03
enterprises 72.10 1,663.30 9,795.96 1,174.71 12.51 29.22 12,747.80
Total 72.10 1,690.56 9,806.73 1,174.71 12.51 29.22 12,785.83
23.2 Trade Payables includes ₹ 17.51 million (FY 2020-21: ₹ 1.22 million and FY 2019-20: ₹ 38.03 million ) payable to “Suppliers” registered under the Micro, Small and Medium Enterprises Development Act, 2006. Interest paid by the Group during the year
to “Suppliers” registered under this Act is ₹ Nil million (FY 2020-21: ₹ 0.003 million and FY 2019-20: ₹ Nil million). The aforementioned is based on the responses received by the Group to its inquiries with suppliers with regard to applicability under the
said Act.
F - 159
Annexure V
24. Debt securities

Non-Convertible Debentures (at amortised cost) 130,203.34 151,894.75 183,792.44
Complusory Convertible Debentures (at amortised cost) 9,450.18 9,443.98 11,042.44
Non-Convertible Debentures (designated at fair value through profit or loss) 7,887.95 8,750.76 10,779.73
Commercial paper (at amortised cost) 7,515.57 4,769.05 1,970.45
Total (refer Note 1 below) 155,057.04 174,858.54 207,585.06
(i) Debt securities in India 155,057.04 174,858.54 207,585.06

(ii) Debt securities outside India - - -
Total 155,057.04 174,858.54 207,585.06
Note 1:
Out of the above, ₹ 19,088.20 million as at 31 March 2022 (FY 2020-21: ₹ 14,971.91 million and FY 2019-20: ₹ 16,179.72 million) are unsecured. For secured
debt, the Group has provided collateral in the nature of Pari Passu charge of immovable property, receivable from financing business, securities held for
trading, invetsments, property (excluding intangible assets) and other assets.

Rate of Interest
8.00 - 8.99% 7,549.16 22.10 7,657.86 15,229.12
9.00 - 9.99% 2,371.99 18,942.67 17,496.14 38,810.80
10.00 - 10.99% 4,393.97 2,817.98 9,331.34 16,543.29
11.00 - 11.99% - 11,250.00 - 11,250.00
14.00 - 14.99% - 6,500.00 - 6,500.00
19.00 - 19.99% 210.00 402.50 2,177.50 2,790.00
Zero Coupon Debentures 1,036.06 695.34 59.84 1,791.24
Various (benchmark linked) 19,831.69 13,105.66 9,528.06 42,465.41
Accrued Interest and EIR - - - 10,227.00
Total* 35,392.87 53,736.25 46,250.74 145,606.86
* Complusory Convertible Debentures amounting to ₹ 9,450.18 million not considered for maturity pattern.

Rate of Interest
8.00 - 8.99% 14,519.05 2,820.65 7,657.88 24,997.58
9.00 - 9.99% 10,097.30 17,183.86 16,419.20 43,700.36
10.00 - 10.99% 14,070.00 4,075.62 8,583.70 26,729.32
11.00 - 11.99% - 11,250.00 - 11,250.00
19.00 - 19.99% 210.00 420.00 2,870.00 3,500.00
22.00 - 22.99% 2,250.00 - - 2,250.00
Zero Coupon Debentures 688.95 1,495.86 303.16 2,487.97
Total* 55,292.93 55,883.95 43,010.36 165,414.56

Rate of Interest
8.00 - 8.99% 5,848.58 7,529.58 12,948.14 26,326.30
9.00 - 9.99% 8,678.00 16,357.86 16,729.64 41,765.50
10.00 - 10.99% 2,067.45 16,086.82 12,170.38 30,324.65
11.00 - 11.99% - - 12,242.26 12,242.26
Zero Coupon Debentures 15,550.18 2,154.02 890.62 18,594.82
Total* 44,038.91 64,720.39 75,583.60 196,542.62
F - 160
Annexure V
25. Borrowings (other than debt securities) at amortised cost

Secured
Term loans
(Secured against investments in debt securities and stock-in-trade (securities held for
trading) and charge on receivables of financing business, cash and cash equivalents, other
assets and corporate guarantee)
from banks 39,893.68 66,551.55 86,522.48
from other parties 1,623.24 8,305.71 11,346.45
Bank overdraft 2,492.22 3,107.03 16,578.15
(Secured by pledge of fixed deposits, property, trade receivables and charge on
receivables of financing business)
Tri party REPO - TREPS facilitates borrowing and lending of funds, in Tri party REPO
arrangement/Collateralised borrowing and lending obligation and Clearcorp repo order
4,511.54 8,103.90 7,752.70
matching system
(Secured by pledge of Government Securities)
Working capital demand loan (secured by charge on receivables from financing business,
8,030.00 8,250.00 9,931.75
cash and cash equivalents and property, plant and equipments)
Unsecured
Loans repayable on demand - from banks - - 1,079.02
56,550.66 94,318.19 133,210.55
Borrowings in india 56,550.66 94,318.19 133,210.55

Borrowings outside india - - -
Total 56,550.66 94,318.19 133,210.55
Following is the repayment terms of term loans:
Term loans from Banks - Secured as at 31 March 2022
Maturities <1 years 1-3 years > 3 years TOTAL

Rate of Interest
7.00 - 7.99% 461.74 538.85 - 1,000.59
8.00 - 8.99% 5,906.53 5,875.12 219.88 12,001.53
9.00 - 9.99% 12,978.28 5,561.99 100.00 18,640.26
10.00 - 10.99% 5,432.46 2,156.72 56.25 7,645.43
11.00 - 11.99% 193.75 - - 193.75
12.00 - 12.99% - 515.00 - 515.00
Total 24,972.75 14,647.67 376.13 39,893.68

Rate of Interest
7.00 - 7.99% 363.09 601.19 247.05 1,211.33
8.00 - 8.99% 6,804.57 8,167.22 1,531.34 16,503.13
9.00 - 9.99% 19,739.32 18,037.66 2,919.45 40,696.43
10.00 - 10.99% 3,749.38 3,672.98 - 7,422.36
11.00 - 11.99% 494.40 312.49 46.88 853.77
14.00 - 14.99% 100.00 - - 100.00
Total 31,250.76 30,791.54 4,744.72 66,551.55

Rate of Interest
8.00 - 8.99% 11,982.87 17,823.68 660.42 30,466.97
9.00 - 9.99% 14,307.24 16,402.19 7,416.00 38,125.43
10.00 - 10.99% 6,925.65 8,702.45 1,085.06 16,713.16
11.00 - 11.99% 840.63 300.00 109.38 1,250.01
Total 34,056.39 43,228.32 9,270.86 86,522.48
Term loans from Others - Secured as at 31 March 2022

Rate of Interest
4.00 - 4.99% 119.28 298.32 57.80 475.40
6.00 - 6.99% 5.33 11.10 - 16.43
7.00 - 7.99% 60.61 185.94 291.30 537.85
8.00 - 8.99% 59.31 118.81 115.22 293.35
10.00 - 10.99% 299.00 - - 299.00
Accrued Interest and EIR - - - 1.21
Total 543.53 614.17 464.32 1,623.24
F - 161
Annexure V
25. Borrowings (other than debt securities) at amortised cost (Continued)

Rate of Interest
4.00 - 4.99% 119.28 318.08 197.08 634.44
5.00 - 5.99% 650.00 - - 650.00
6.00 - 6.99% 4.35 11.60 5.30 21.25
8.00 - 8.99% 37.68 54.79 41.01 133.48
9.00 - 9.99% 93.78 250.08 757.55 1,101.41
10.00 - 10.99% 2,767.00 2,824.00 175.00 5,766.00
Total 3,672.09 3,458.55 1,175.94 8,305.71

Rate of Interest
4.00 - 4.99% 119.28 318.08 356.12 793.48
6.00 - 6.99% 4.35 11.60 11.10 27.05
8.00 - 8.99% 639.72 1,446.73 70.39 2,156.84
9.00 - 9.99% 1,604.00 3,325.08 1,188.60 6,117.68
10.00 - 10.99% 586.74 841.00 - 1,427.74
11.00 - 11.99% 375.00 450.00 - 825.00
Total 3,329.09 6,392.49 1,626.21 11,346.45
26. Deposits (at amortised cost)

Inter Corporate Deposit 15.60 96.01 2,168.97
Total 15.60 96.01 2,168.97
Inter Corporate Deposits in india 15.60 96.01 2,168.97

Inter Corporate Deposits outside india - - -
Total 15.60 96.01 2,168.97
27. Subordinated liabilities (at amortised cost)
Unsecured 31-Mar-22 31-Mar-21 31-Mar-20

Non-convertible subordinated debt 14,316.31 13,925.28 18,816.11
Perpetual debt 1,150.58 1,151.00 1,162.64
Preference share capital 19.64 11.47 3630.06
Total 15,486.53 15,087.75 23,608.81
Subordinated liabilities in india 15,486.53 15,087.75 23,608.81

Subordinated liabilities outside india - - -
Total 15,486.53 15,087.75 23,608.81
Terms and condition related to subordinate liabilities:
Subordinated Liabilities – 31 March 2022

Rate of Interest
9.00 - 9.99% - - 2,699.74 2,699.74
10.00 - 10.99% - 200.00 3,230.51 3,430.51
11.00 - 11.99% 500.00 3,498.00 125.54 4,123.54
14.00 - 14.99% - 19.64 - 19.64
Total 500.00 6,453.44 6,605.79 15,486.53

Rate of Interest
9.00 - 9.99% - - 2,760.00 2,760.00
10.00 - 10.99% - - 3,370.23 3,370.23
11.00 - 11.99% - 500.00 3,648.00 4,148.00
14.00 - 14.99% - 11.47 - 11.47
Total - 3,197.27 10,378.23 15,087.75

Rate of Interest
9.00 - 9.99% - 2,944.05 3,319.65 6,263.70
10.00 - 10.99% - - 3,420.73 3,420.73
11.00 - 11.99% 4,655.06 500.00 3,648.00 8,803.06
14.00 - 14.99% - 300.68 310.38 611.06
Various (benchmark linked) - - 2,826.80 2,826.80
Total 4,655.06 3,744.73 13,525.56 23,608.81
F - 162
Annexure V
28. Other financial liabilities (at amortised cost unless otherwise specified)

Payable to exchange / clearing house (net) 269.71 42.13 1,292.54
Book overdraft 85.29 542.18 44.56
Accrued salaries and benefits 3,405.77 3,575.91 487.35
Provision for short sale at fair value 889.70 529.70 1,372.17
Reinsurance payable 692.42 220.78 133.06
Rental deposits 156.44 75.74 24.02
Retention money payable 12.60 15.92 60.71
Unclaimed dividends 8.60 8.19 13.00
Security receipts held by outsiders 1,825.64 2,745.74 5,420.15
Derivative liability 2,290.53 2,239.47 2,036.58
Lease liability payable 566.01 800.22 2,398.43
Payable on account of securitisation 10,056.89 9,913.20 7,881.56
Financial liability associated to financial assets that are not derecognised 23,682.88 19,436.96 8,446.13
Other liabilities 6,630.74 5,061.03 1,367.80
Payable to client (net)1 - - 17,823.52
Payable to contractors - - 356.59
Deposits from sub-brokers - - 112.18
Total 50,573.22 45,207.17 49,270.35
1
includes deployed in the form of bank balances and fixed deposits.
29. Provisions

Provision for employee benefits and related costs
Gratuity 222.47 176.71 167.66
Compensated absences 110.33 67.66 124.31
Others (including interim dividend) 162.60 874.18 59.14
Total 495.40 1,118.55 351.11
30. Other non-financial liabilities

Income received in advance 2,997.86 1,434.41 1,416.43
Statutory dues 822.17 1,102.86 1,255.15
Advances from customers 11.32 35.64 1,026.04
Proposal deposit from insurance business 226.19 273.22 172.25
Others 583.48 303.22 340.19
Total 4,641.02 3,149.35 4,210.06
F - 163
(Currency : Indian rupees in millions) Annexure V

As at 31-Mar-2022 As at 31-Mar-2021 As at 31-Mar-2020
Particulars No of shares Amount No of shares Amount No of shares Amount
Authorised :
Equity Shares of ₹ 1 each 1,230,000,000 1,230.00 1,230,000,000 1,230.00 1,230,000,000 1,230.00
Preference shares of ₹ 5 each 4,000,000 20.00 4,000,000 20.00 4,000,000 20.00
Total 1,234,000,000 1,250.00 1,234,000,000 1,250.00 1,234,000,000 1,250.00
Issued, Subscribed and Paid up:

Equity Shares of ₹ 1 each 943,097,965 943.10 935,798,077 935.80 934,409,002 934.41
Less: Shares held by Edelweiss Employees Incentives and
Welfare Trust (Refer note 1) (7,301,510) (7.30) (7,301,510) (7.30) (7,301,510) (7.30)
Less: Shares held by Edelweiss Employees Welfare Trust
(Refer note 1) (37,595,270) (37.60) (37,595,270) (37.60) (37,595,270) (37.60)
Total 898,201,185 898.20 890,901,297 890.90 889,512,222 889.51
A. Reconciliation of number of shares

(Before deducting treasury shares)
Particulars No of shares Amount No of shares Amount No of shares Amount
Outstanding at the beginning of the year 935,798,077 935.80 934,409,002 934.41 932,669,564 932.67
Shares issued during the year:
-Under Employee Stock Options Plans (ESOPs) 7,299,888 7.30 1,389,075 1.39 1,739,438 1.74
Outstanding at the end of the year 943,097,965 943.10 935,798,077 935.80 934,409,002 934.41
Note :
1. Edelweiss Employees' Welfare Trust and Edelweiss Employees' Incentive and Welfare Trust are extension of Edelweiss Financial Services Limited Reformatted standalone financial information and have been accordingly carried
forward in Reformatted consolidated financial information. These trusts are holding 44,896,780 number of equity shares amounting to ₹ 44.90 million (FY 2020-21: ₹ 44.90 million and FY 2019-20: ₹ 44.90 million). These are deducted
from total outstanding equity shares.
2. (FY 2021-22, FY 2020-21 and FY 2019-20)
The above two Employee Welfare Trust(s) hold an aggregate 44,896,780 equity shares of the Company for incentive and welfare benefits for group employees as per extant applicable SEBI regulations. Pursuant to the exercise of right
available under Regulation 29 of SEBI (Share Based Employee Benefits) Regulations, 2014, the Company has applied before the expiry date of 27 October 2019 for extension of the time limit for disposing of aforesaid equity shares.
The said application is under consideration and approval for extension from SEBI is awaited as at date.
(FY 2019-20)
3.The Company had bought back 2,030,048 equity shares of 1 each pursuant to the buy back programme in the financial year 2014-15.
B. Terms/rights attached to equity shares :
The Company has only one class of equity shares having a par value of ₹ 1 per share. Each holder of equity shares is entitled to one vote per share.
In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares
held by the shareholders.
F - 164
31. Equity share capital (Continued)
As at 31-Mar-2022
No. of shares at Change during the year
No. of shares at the end of % Change during the
the year year
the year
Rashesh Chandrakant Shah 145,601,730 - 145,601,730 15.44% 0.00%
Venkatchalam A Ramaswamy 58,126,560 - 58,126,560 6.16% 0.00%
Vidya Rashesh Shah 31,031,200 - 31,031,200 3.29% 0.00%
Aparna T Chandrashekar 12,210,000 - 12,210,000 1.29% 0.00%
Kaavya Venkat Arakoni 11,790,000 - 11,790,000 1.25% 0.00%
Neel Rashesh Shah 2,000,000 - 2,000,000 0.21% 0.00%
Shilpa Urvish Mody 950,000 - 950,000 0.10% 0.00%
Mabella Trustee Services Private Limited (on behalf of M/s. 38,750,000 - 4.11%
38,750,000
Shah Family Discretionary Trust) 0.00%
Sejal Premal Parekh 950,000 - 950,000 0.10% 0.00%
Total 307,684,490 307,684,490 32.62% 0.00%
As at 31-Mar-2021
the year year
the year
Rashesh Chandrakant Shah 145,301,730 300,000 145,601,730 15.56% 0.21%
Venkatchalam A Ramaswamy 58,026,560 100,000 58,126,560 6.21% 0.17%
Vidya Rashesh Shah 33,031,200 (2,000,000) 31,031,200 3.32% (6.05%)
Neel Rashesh Shah - 2,000,000 2,000,000 0.21% 0.00%
Mabella Trustee Services Private Limited (on behalf of M/s. 38,750,000 - 4.14% 0.00%
38,750,000
Total 307,284,490 400,000 307,684,490 32.88% (5.67%)
F - 165
31. Equity share capital (Continued)
C. Details of shares held by promoters in the Company (Continued)

As at 31-Mar-2020
the year year
the year
Rashesh Chandrakant Shah 145,301,730 - 145,301,730 15.55% 0.00%
Venkatchalam A Ramaswamy 58,026,560 - 58,026,560 6.21% 0.00%
Vidya Rashesh Shah 33,031,200 - 33,031,200 3.53% 0.00%
Mabella Trustee Services Private Limited (on behalf of M/s. Shah Family Discretionary Trust) 38,750,000 - 38,750,000 4.15% 0.00%
Total 307,284,490 - 307,284,490 32.89% -
D. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Particulars No of shares % holding No of shares % holding No of shares % holding
Rashesh Shah 145,601,730 15.44% 145,601,730 15.56% 145,301,730 15.55%

Venkatchalam Ramaswamy 58,126,560 6.16% 58,126,560 6.21% 58,026,560 6.21%
Bih Sa 48,257,748 5.12% 48,257,748 5.16% 47,007,748 5.03%
Total 251,986,038 26.72% 251,986,038 26.93% 250,336,038 26.79%
Note :
(FY 2019-20)
The Shareholding of Mr. Rashesh Chandrakant Shah and Mr. Venkatchalam A Ramaswamy in the Promoter and Promoter Group category does not include 300,000 equity shares and 100,000 equity shares purchased by them
respectively on 31 March 2020, as the shares were credited to the respective demat accounts post 31 March 2020, as per the settlement cycle.
F - 166
Annexure V
32. Other equity

Share application money pending allotment - 1.70 0.19
Capital reserve 8,026.45 8,456.79 8,258.73
Capital redemption reserve 187.87 187.87 273.62
Securities premium account 29,557.82 29,134.23 29,062.49
ESOP/SAR reserve 761.58 1,128.28 818.18
Special reserve under section 45-IC of the Reserve Bank of India Act, 1934 7,048.56 6,757.98 7,647.60
Reserve under section 29C of the National Housing Bank Act, 1987 575.42 547.80 540.34
General reserve 717.15 717.15 826.56
Debenture redemption reserve 3,543.64 6,765.61 8721.51
Impairment reserve 2,079.49 1,829.25 1,577.37
Retained earnings 9,955.45 6,067.68 (1,554.30)
Foreign exchange translation reserve (37.82) (17.52) 390.17
Revaluation reserve through other comprehensive income 3,721.28 4,571.09 5,080.88
Equity instruments through other comprehensive income (1,700.00) (1,700.00) (1,700.00)
Debt instruments through other comprehensive income 39.07 432.78 454.26
Total 64,475.96 64,880.69 60,397.60
32.1 Capital reserve

Capital reserve represents the gains of capital nature which is not freely available for distribution.
32.2 Capital redemption reserve

The Group has recognised capital redemption reserve on buy back of equity share capital.
32.3 Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the
provisions of the Companies Act, 2013.
32.4 ESOP/SAR reserve (FY 2021-22)

ESOP and SAR options outstanding represents the amount transferred to reserves pursuant to the "ESOP 2011" and "SAR 2019" schemes.
32.5 Statutory reserve u/s 45-IC of The Reserve Bank of India Act, 1934
Every non-banking financial company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss
account and before any dividend is declared.
32.6 Statutory reserve u/s 29C of The National Housing Bank Act, 1987
In terms of Section 29C of the National Housing Bank Act, 1987 every housing finance institution which is a company is required to create a reserve fund and transfer therein a sum not
less than twenty percent of its net profit every year as disclosed in the profit and loss account before any dividend is declared. Housing Finance Companies (HFCs), are permitted to
withdraw from the said reserve fund, the excess amount credited (in excess of the statutory minimum of 20%) in the previous years for any business purposes subject to suitable
disclosure in the balance sheet and in the case of HFCs which have transferred only the statutory minimum in the previous years to selectively permit them to withdraw from the reserve
fund only for the purpose of provisioning for non-performing assets subject to the conditions that there is no debit balance in the profit and loss account and that the reason for such
withdrawal are stated explicitly in the balance sheet.
32.7 General reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The
purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend
distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of
the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements
of Companies Act, 2013.
32.8 Debenture redemption reserve

The Companies Act 2013 requires companies that issue debentures to create a debenture redemption reserve from annual profits until such debentures are redeemed. The Group is
required to transfer a specified percentage (as provided in the Companies Act, 2013) of the outstanding redeemable debentures to debenture redemption reserve. The amounts credited
to the debenture redemption reserve may not be utilised except to redeem debentures. On redemption of debentures, the amount may be transferred from debenture redemption
reserve to retained earnings.
32.9 Impairment reserve

RBI notification on Implementation of Indian Accounting Standards, dated 13 March 2020 requires NBFC/ARC subsidiaries within Group are to recognised impairment reserves where
impairment allowance under Ind AS 109 is lower than the provisioning required under IRACP (including standard asset provisioning)
32.10 Retained earnings

Retained earnings comprises of the Company's undistributed earnings after taxes.
32.11 Foreign exchange translation reserve

The exchange differences arising out of year end translation of Group entities having functional currency other than Indian Rupees is debited or credited to this reserve.
32.12 Revaluation Reserve through other comprehensive income

Group has decided to change to revaluation model from cost model of accounting for a class of asset (i.e. flats and building) as at 31st March 2020. Similarly, group entities have also
changed their existing model for Flats and building to align with the Group policy.
32.13 FVOCI equity investments

The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI
equity investments within equity. The Group transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised
32.14 FVOCI debt investments

The Group recognises changes in the fair value of debt instruments held with business objective of collect and sell in other comprehensive income. These changes are accumulated within
the FVOCI debt investments within equity. The Group transfers amounts from this reserve to the reformatted consolidated statement of profit and loss when the debt instrument is sold.
F - 167
Annexure V
33. Interest income
For the year ended 31 March 2022

Particulars Amortised cost FVTPL FVOCI Total
Interest on loans 22,133.27 519.28 - 22,652.55
Interest income from investments 1,592.88 3,648.01 1,256.52 6,497.41
Interest on deposits with Banks 825.09 - - 825.09
Other interest income 479.74 - - 479.74
Total 25,030.98 4,167.29 1,256.52 30,454.79

Interest on loans 34,670.88 - - 34,670.88
Interest income from investments 66.57 1,442.70 1,098.09 2,607.36
Interest on deposits with Banks 2,719.33 - - 2,719.33
Other interest income 620.01 - - 620.01
Total 38,076.79 1,442.70 1,098.09 40,617.58

Interest on loans 51,336.64 - - 51,336.64
Interest income from investments 415.81 2,656.41 1,387.04 4,459.26
Interest on deposits with Banks 2,933.69 - - 2,933.69
Other interest income 1,188.86 - - 1,188.86
Total 55,875.00 2,656.41 1,387.04 59,918.45
34. Fee and commission income
Particulars 2021-22 2020-21 2019-20

Income from broking 14.24 3,760.65 3,657.09
Advisory and other fees 14,424.02 12,478.16 16,629.47
Total 14,438.26 16,238.81 20,286.56
Below is the disaggregation of the revenue from contracts with customers and its reconciliation to amounts reported in reformatted consolidated statement of profit and
loss:
Particulars 2021-22 2020-21 2019-20
Service transferred at a point in time 2,014.15 6,335.85 7,798.21
Service transferred over time 12,424.11 9,902.96 12,488.35
Total revenue from contract with customers 14,438.26 16,238.81 20,286.56
35. Net gain on fair value changes
Particulars 2021-22 2020-21 2019-20

Net gain /(loss) on financial instruments at fair value through profit or loss
On trading portfolio
Investment 1,661.29 7,915.59 (3,464.41)
Derivatives 4,389.83 5,637.64 1,375.09
Others
Other financial instruments 1,193.31 8,655.75 4,038.90
Total Net gain/(loss) on fair value changes 7,244.43 22,208.98 1,949.58
Fair Value changes:

Realised gain/(loss) 7,591.76 9,399.36 11,849.68
Unrealised gain/(loss) (347.33) 12,809.62 (9,900.10)
Total 7,244.43 22,208.98 1,949.58
F - 168
Annexure V
36. Other operating revenue
Particulars 2021-22 2020-21 2019-20

Warehousing income 54.68 411.42 712.35
Delayed payment charges - - (0.58)
Income from training centre 23.32 12.02 39.49
Rental income 197.56 32.59 37.70
Total 275.56 456.03 788.96
37. Other income
Particulars 2021-22 2020-21 2019-20

Donation income 222.20 299.61 243.41
Interest on income tax refund 242.80 184.37 304.73
Profit on sale of subsidiaries (net) (Refer Note 63) 3,072.37 13,992.27 -
Miscellaneous income 394.50 438.65 345.01
Total 3,931.87 14,914.90 893.15
38. Finance cost (at amortised cost unless otherwise stated)
Particulars 2021-22 2020-21 2019-20

Interest on deposits 11.46 51.55 49.51
Interest on borrowings (other than debt securities) 7,745.72 11,660.20 18,458.16
Interest on debt securities 18,358.31 22,432.93 23,487.45
Interest on debt securities (at fair value through profit or loss) 1,026.37 1,196.99 2,717.00
Interest on subordinated liabilities 1,072.23 1,963.28 1,863.72
Other interest expense 1,627.00 1,035.38 1,354.55
Total 29,841.09 38,340.33 47,930.39
F - 169
Annexure V
39. Employee benefits expense
Particulars 2021-22 2020-21 2019-20

Salaries and wages 9,982.70 15,165.23 12,670.31
Contribution to provident and other funds 437.16 619.73 703.04
Expense on employee stock option scheme/stock appreciation rights 120.73 335.14 390.79
Staff welfare expenses 102.10 39.02 308.87
Total 10,642.69 16,159.12 14,073.01
40. Impairment on financial instruments
Particulars 2021-22 2020-21 2019-20

On loans 844.44 11,326.93 26,375.73
On investments (327.26) 1,145.60 417.56
On trade receivables (94.46) 136.63 109.36
Total 422.72 12,609.16 26,902.65
41. Other expenses
Particulars 2021-22 2020-21 2019-20

Advertisement and business promotion 1,952.85 1,399.20 1,251.30
Auditors' remuneration (Refer note 41(a)) 115.92 107.58 95.82
Commission and brokerage 2,073.67 1,434.62 1,260.25
Communication 170.65 401.89 490.91
Computer software and other expenses 751.52 1,142.71 815.47
Commission to non-executive directors 14.00 16.00 3.50
Contribution towards donations and corporate social responsibility 265.03 477.93 484.28
Dematerialisation charges and stock exchange expenses 77.22 159.71 85.78
Directors' sitting fees 13.46 12.68 13.38
Insurance 37.10 64.24 76.70
Legal and professional fees 3,114.70 3,160.25 1,552.11
Membership and subscription 106.26 173.42 172.90
Mutual fund expenses 117.73 118.17 123.59
Office expenses 300.43 392.18 950.17
Printing and stationery 29.60 71.82 123.86
Rates and taxes 788.01 1,372.53 1,254.87
Rent and electricity charges 193.18 330.61 426.20
Repairs and maintenance - others 72.45 72.92 133.35
Security transaction tax 381.69 459.68 305.74
Seminar and conference expenses 44.76 22.74 193.29
Stamp duty 122.08 215.07 234.95
Travelling and conveyance 239.70 255.82 823.91
Warehousing charges 55.00 193.44 466.50
Selling and distribution expenses 648.89 515.15 952.55
Miscellaneous expenses 739.98 504.07 350.50
Loss on sale/ write-off of property, plant and equipments (net) 25.25 221.61 -
Total 12,451.13 13,296.04 12,641.88
41. (a) Auditors' remuneration
Particulars 2021-22 2020-21 2019-20

As Auditors 114.69 106.53 91.46
Towards reimbursement of expenses 1.23 1.05 4.36
Total 115.92 107.58 95.82
F - 170
Annexure V
42. Income tax
The components of income tax expense recognised in profit or loss for the years ended 31 March 2022, 31 March 2021 and 31 March 2020 are:
Particulars 2021-22 2020-21 2019-20

Current tax 1,084.60 1,553.13 3,243.47
Adjustment in respect of current income tax of prior years (6.89) (1,313.24) (272.72)
Deferred tax relating to origination and reversal of temporary differences (924.65) (1,322.85) (6,796.28)
Total tax expense 153.06 (1,082.96) (4,128.80)
Total current tax 1,077.71 239.89 2,970.75
Total deferred tax (924.65) (1,322.85) (7,099.55)
(FY 2020-21 and FY 2019-20)

Pursuant to the introduction of Section 115BAA of the Income Tax Act, 1961, in FY 2020-21, 5 (in numbers) (FY 2019-20 - 15 (in numbers)) subsidiaries
Companies in the Group have opted for the reduced tax rate of 25.17% under the said Section. Accordingly these entities have recognised provision for income
tax for the year ended March 31, 2021 and March 31, 2020 have also re-measured their deferred tax asset/ liabilities (net) and MAT credit (wherever
applicable) resulting in tax charge of ₹ 449.99 million (FY 2019-20: ₹ 43.76 million)
42.1. Reconciliation of the total tax expense
The tax expense shown in the reformatted consolidated statement of profit and loss differs from the tax expense that would apply if all profits had been
charged at India corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India's domestic tax rate for the years
ended 31 March 2022, 31 March 2021 and 31 March 2020 are, as follows:
Particulars 2021-22 2020-21 2019-20

Profit / (Loss) before tax 1,307.26 1,462.59 (24,566.52)
Tax rate 25.17% 25.17% 34.94%
Income tax expense calculated based on above tax rate 329.04 368.13 (8,584.52)
Adjustment in respect of income tax of prior years (6.89) (1,313.24) (272.72)
Effect of income not subject to tax (81.69) (8,113.46) (163.20)
Effect of non-deductible expenses 116.06 848.92 1,425.31
Impact of certain items being taxed at different rates (1,412.28) (26.09) (43.76)
Impact of tax rate changes 271.31 263.26 (68.23)
Write-down / reversal of write down of deferred tax assets on unused tax credits and unused
tax losses (net) (1,709.19) (194.24) 873.05
Effect of non-recognition of deferred tax asset on current-year losses 2,635.76 7,570.43 1,344.28
Different tax rates of subsidiaries 23.99 (1,206.36) 1,375.56
Others (13.05) 719.69 (14.57)
Tax expense recognised in profit and loss 153.06 (1,082.96) (4,128.80)
F - 171
Annexure V
The following table shows deferred tax recorded in the Balance sheet and changes recorded in the income tax expense:
Recognised in other
Opening deferred tax Recognised in profit or Recognised Closing deferred tax
31-Mar-22 comprehensive Others Total Movement
asset/(liability) loss directly in equity asset/(liability)
income
Provision for expected credit losses 2,620.99 (386.21) 0.12 - (19.40) (405.49) 2,215.50
Unused tax losses / credits 7,854.43 993.90 - - - 993.90 8,848.33
Employee benefits obligations 77.88 (13.27) 20.38 - (7.38) (0.27) 77.61
ESOP Perquisite 4.01 - - - - - 4.01
Fair valuation of Financial Assets (19.37) 68.50 1.27 - - 69.77 50.40
Fair valuation of Derivatives 5.34 (27.84) - - - (27.84) (22.50)
Intangible assets (2,565.26) 127.42 133.78 - (1.59) 259.61 (2,305.65)
Adjustment of effective interest rate on
Borrowings (451.95) 164.47 - - - 164.47 (287.48)
Special Reserve u/s 36(1)(viii) (98.70) (2.32) - - - (2.32) (101.02)
Total 7,427.37 924.65 155.55 - (28.37) 1,051.83 8,479.20
31-Mar-21 Others Total Movement
Provision for expected credit losses 4,027.81 (1,362.50) - - (44.32) (1,406.82) 2,620.99
Unused tax losses / credits 5,278.95 3,317.04 - - (741.56) 2,575.48 7,854.43
Employee benefits obligations 87.61 27.56 (10.48) - (26.81) (9.73) 77.88
ESOP Perquisite 4.01 - - - - - 4.01
Fair valuation of Financial Assets 7.74 60.41 (0.20) - (87.32) (27.11) (19.37)
Fair valuation of Derivatives 668.13 (662.79) - - - (662.79) 5.34
Intangible assets (2,786.60) 29.42 46.60 (24.39) 169.71 221.34 (2,565.26)
Borrowings (366.63) (85.53) - - 0.21 (85.32) (451.95)
Special Reserve u/s 36(1)(viii) - (0.76) - (97.94) - (98.70) (98.70)
Total 6,921.02 1,322.85 35.92 (122.33) (730.09) 506.35 7,427.37
31-Mar-20 Others Total Movement
Provision for expected credit losses 2,885.07 1,175.61 - - (32.87) 1,142.74 4,027.81
Unused tax losses / credits 2,528.16 2,809.28 - - (58.49) 2,750.79 5,278.95
Employee benefits obligations 91.81 (7.24) 3.02 - 0.02 -4.20 87.61
ESOP Perquisite 4.80 (0.79) - - - (0.79) 4.01
Fair valuation of Financial Assets (2,463.96) 2,410.24 (0.10) 61.52 0.04 2,471.70 7.74
Fair valuation of Derivatives (19.32) 687.45 - - - 687.45 668.13
Intangible assets (67.09) (194.67) (2,534.83) 9.62 0.37 (2,719.51) (2,786.60)
Borrowings (586.30) 219.67 - - - 220 (366.63)
Total 2,373.17 7,099.55 (2,531.91) 71.14 (90.93) 4,547.85 6,921.02

Recognition of deferred taxes are evaluated by Board in respective board meetings of Group companies.
2. Deferred tax liabilities on undistributed profit: (FY 2020-21 and FY 2019-20)

The Group has not created deferred tax liability on the undistributed earnings in the subsidiary companies in the reformatted consolidated financial information considering its ability to control the timing
of the reversal of temporary differences associated with such undistributed earnings and its probable that such difference will not reverse in the foreseeable future.
F - 172
43.1. Deductible temporary differences, unused tax losses and unused tax credits on which deferred tax asset is not recognised in balance sheet
As at 31-Mar-2022
Financial Year to Unabsorbed depreciation Unabsorbed long term capital losses Unabsorbed business losses Total Mat Credit
Amount
related to year
Expiry year- Expiry year- financial Expiry year- financial Expiry year- financial
Amount Amount Amount Amount Amount
FY 2021-22 416.26 Not applicable 53.64 No expiry - FY 2029-30 5,650.13 FY 2029-30 3,555.25 57.49 No expiry
FY 2021-22 - - - - - - 25.32 FY 2026-27 25.32 - -
FY 2020-21 9,914.55 Not applicable 47.65 No expiry 4,203.57 FY 2028-29 5,884.09 FY 2028-29 10,135.30 23.59 No expiry
FY 2020-21 - - - - - - 22.45 FY 2025-26 22.45 - -
FY 2019-20 1,773.80 Not applicable 37.45 No expiry - - 5,102.15 FY 2027-28 5,139.60 18.90 No expiry
FY 2019-20 - - - - - - 13.76 FY 2024-25 13.76 - -
FY 2018-19 55.32 Not applicable 45.81 No expiry - - 3,401.02 FY 2026-27 3,446.83 - -
FY 2018-19 - - - - - - 10.37 FY 2023-24 10.37 - -
FY 2018-19 - - - - - - 398.65 No expiry 398.65 - -
FY 2017-18 - - - - - - 167.53 No expiry 167.53 - -
FY 2016-17 - - 0.82 No expiry - - 2,162.11 FY 2024-25 2,162.93 - -
FY 2016-17 - - - - - - - FY 2021-22 - - -
FY 2015-16 - - 0.87 No expiry - - 1,686.29 FY 2023-24 1,687.15 - -
FY 2014-15 - - - - - - 604.13 FY 2022-23 604.13 - -
FY 2013-14 - - - - - - - FY 2021-22 - - -
Total 12,244.49 202.31 4,203.57 27,836.44 30,093.78 99.98
As at 31-Mar-2021
Financial Year to
which the loss
Amount Expiry year- financial year Expiry year- Expiry year- financial Expiry year- financial Expiry year- financial
related to Amount Amount Amount Amount Amount
FY 2020-21 4,487.92 Not applicable 64.49 No expiry 3,821.98 FY 2028-29 17,088.74 FY 2028-29 20,975.21 23.59 No expiry
FY 2020-21 - - - - - - 21.73 FY 2025-26 21.73 - -
FY 2019-20 1,773.80 Not applicable 37.45 No expiry - - 8,506.08 FY 2027-28 8,543.53 18.90 No expiry
FY 2019-20 - - - - - - 10.08 FY 2024-25 10.08 - -
FY 2018-19 - - - - - - 13.68 FY 2023-24 13.68 - -
FY 2018-19 - - - - - - 387.50 No expiry 387.50 - -
FY 2017-18 - - - - - - 667.80 No expiry 667.80 - -
FY 2016-17 - - 1.66 No expiry - - 2,388.56 FY 2024-25 2,390.22 - -
FY 2016-17 - - - - - - 73.44 FY 2021-22 73.44 - -
FY 2015-16 - - 0.87 No expiry - - 1,686.29 FY 2023-24 1,687.16 - -
FY 2014-15 - - - - - - 604.13 FY 2022-23 604.13 - -
FY 2013-14 - - - - - - 650.59 FY 2021-22 650.59 - -
Total 6,401.60 177.33 3,821.98 38,426.12 42,425.43 42.49 -
F - 173
43.1. Deductible temporary differences, unused tax losses and unused tax credits on which deferred tax asset is not recognised in balance sheet (Continued)
As at 31-Mar-2020
Financial Year to
which the loss
Amount Expiry year- financial year Expiry year- Expiry year- financial Expiry year- financial Expiry year- financial
related to Amount Amount Amount Amount Amount
FY 2019-20 1,773.80 Not applicable 203.57 No expiry - - 5,277.76 FY 2027-28 5,481.33 - -
FY 2019-20 - - - - - - 10.08 FY 2024-25 10.08 - -

FY 2018-19 55.32 Not applicable 52.57 No expiry 204.97 FY 2026-27 3,316.05 FY 2026-27 3,573.59 - -
FY 2018-19 - - - - - - 366.31 No Expiry 366.31 - -
FY 2018-19 - - - - - - 13.68 FY 2023-24 13.68 - -
FY 2017-18 - - - - - - 731.26 No Expiry 731.26 - -
FY 2016-17 - - 4.73 No expiry - - 2,443.31 FY 2024-25 2,448.04 - -
FY 2016-17 - - - - - - 205.19 FY 2021-22 205.19 - -
FY 2016-17 - - - - - - 198.81 No Expiry 198.81 - -
FY 2015-16 - - 5.15 No expiry - - 1,807.30 FY 2023-24 1,812.45 - -
FY 2015-16 - - - - - - 218.92 FY 2020-21 218.92 - -
FY 2014-15 - - 1.79 No expiry - - 604.13 FY 2022-23 605.92 - -
FY 2013-14 - - - - - - 650.59 FY 2021-22 650.59 - -
FY 2012-13 - - - - - - 649.87 FY 2020-21 649.87 - -
Total 1,913.68 287.82 204.97 19,251.27 19,744.06 -
F - 174
Annexure V
44. Earnings per share (EPS)
In accordance with Indian Accounting Standard 33 – "Earnings Per Share" prescribed by Companies (Accounts) Rules, 2015, the computation of
earnings per share is set out below:
Particulars 2021-22 2020-21 2019-20

Profit /(loss) for the year attributable to owners of the parent 1,887.84 2,653.36 (20,452.45)
Weighted average number of equity shares for calculating basic EPS 893,981,653 889,951,721 888,713,129
Number of dilutive potential equity shares 792,995 3,799,386 5,575,693
Weighted average number of equity shares for calculating diluted EPS 894,774,648 893,751,107 894,288,822
Earnings per share (EPS) (Face value ₹ 1 each)
Basic earnings share (in ₹) 2.11 2.98 (23.01)
Dilutive earning per share (in ₹)* 2.11 2.97 (23.01)
*For Financial year 2019-20 Impact of potential equity shares are anti-dilutive, hence restricted to Basic earning per share.
F - 175
Annexure V
45. Segment information
The Group has made its consolidated segment reporting to meaningfully represent its business lines Agency business, Capital business, Asset
reconstruction business, Insurance & Treasury business. Agency business includes advisory and other fee based businesses; Capital business
represents lending business and investment activities; Asset reconstruction business represents purchase and resolution of distress assets;
Insurance business represents life insurance business and general insurance business. Treasury business represents income from trading activities.
The operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are
evaluated regularly by the Chief Operating Decision Maker, i.e, the management of the Company.
Since the business operations of the Group are primarily concentrated in India, the Group is considered to operate only in the domestic segment.
Segment information Particulars Year Ended

31-Mar-22 31-Mar-21 31-Mar-20
1 Segment revenue (Total income)2
Agency 5,557.80 13,362.34 11,268.50
Capital based 27,989.60 47,941.74 44,652.00
Insurance business 21,943.30 20,709.50 12,462.50
Asset reconstruction business 10,232.70 17,063.70 18,207.10
Treasury 7,835.90 8,807.90 8,839.70
Unallocated 453.15 486.85 596.49
Total income 74,012.45 108,372.03 96,026.29
2 Segment results (Profit/(loss) before tax)
Agency 856.20 1,721.50 2,560.00
Capital based (2,012.50) (3,490.10) (27,901.00)
Insurance business (3,108.50) (2,977.70) (3,670.10)
Treasury 2,958.40 4,156.70 1,161.60
Unallocated (77.00) (204.26) (66.32)
Total profit/(loss) before tax 2,273.80 1,456.24 (24,566.52)
As at
31-Mar-22 31-Mar-21 31-Mar-20
3 Segment assets
Agency 7,202.50 7,326.60 45,287.70
Capital based 239,270.70 293,832.00 339,407.05
Treasury 32,688.80 27,238.50 32,773.60
Unallocated 20,909.30 17,948.73 15,404.21
Total assets 431,877.80 463,500.13 542,775.36
Agency 3,912.10 3,277.20 38,883.00
Capital based 225,291.80 272,552.00 328,153.75
Treasury 23,604.90 18,916.00 18,592.20
Unallocated 2,737.60 2,530.38 3,357.64
Total liabilities 355,954.60 386,730.18 470,704.59
1. Non-cash expenditure aggregated to ₹ 14,165.33 million for the year ended 31 March 2022 (FY 2020-21: ₹ 30,370.25 million and FY 2019-20: ₹
42,295.45 million)
2. Segment revenue includes share in profit/(loss) in associates.
F - 176
Annexure V
46. Transfer of Financials Asset
The following tables provide a summary of financial assets that have been transferred in such a way that part or all of the transferred financial
assets do not qualify for derecognition, together with the associated liabilities
Particulars 2021-22 2020-21 2019-20

Securitisations
Carrying amount of transferred assets measured at amortised cost (Held as
collateral ) 9,691.07 9,136.85 7,701.95
Carrying amount of associated liabilities
(Debt securities - measured at amortised cost) 9,376.04 8,495.41 7,426.86
Fair value of assets 10,256.62 8,972.13 7,918.57
Fair value of associated liabilities 9,529.05 8,509.85 7,566.82
Net position at fair value 727.57 462.28 351.75
F - 177
Annexure V
47. Unconsolidated structured entities
The Group has exposure to certain unconsolidated structured entities being securitisation trusts, alternative investment funds and similar funds. The
Group is involved in setting up of these structured entities and generally, acts as the investment manager. However, the Group can be removed by
certain specified majority of the investors. Further, the Group does not have significant exposure to variability of returns and its remuneration is
commensurate to the services provided. Therefore, these structured entities are not consolidated by the Group.
The following tables show the carrying amount of the Group's recorded interest in its reformatted consolidated statement of asset and liabilities as well
as the maximum exposure to risk (as defined in below) due to these exposures in the unconsolidated structured entities:
31-Mar-22
Alternative Investment
Particulars Securitisation trusts Total Maximum exposure1
Funds
Loans 918.28 - 918.28 918.28
Trade Receivables 3,996.28 609.81 4,606.09 4,606.09
Investments 36,776.04 2,991.06 39,767.10 39,767.10
Total Assets 41,690.60 3,600.87 45,291.47 45,291.47
Off-balance sheet exposure - 662.00 662.00 662.00
Size of the structured entity1 392,910.96 317,696.58 710,607.54 -
Income from the structured entity 3,267.58 3,098.32 6,365.90 -
31-Mar-21
Particulars Securitisation trusts Total Maximum exposure1
Funds
Loans 923.29 - 923.29 923.29
Investments 47,730.65 4,386.46 52,117.11 52,117.11
Total Assets 53,039.96 4,482.92 57,522.88 57,522.88
Off-balance sheet exposure - 2,379.10 2,379.10 2,379.10
31-Mar-20
Particulars
Securitisation trusts Total Maximum exposure1
Funds
Loans 895.61 - 895.61 895.61
Investments at fair value through profit or loss 40,098.56 856.68 40,955.24 40,955.24
Total Assets 46,398.50 1,201.29 47,599.79 47,599.79
Off-balance sheet exposure - 3,163.97 3,163.97 3,163.97
1
In the above table, the size of the structured entity refers to the corpus in case of securitisation trusts and to the assets under management in case of
alternative investment funds. For loans, trade receivables and investments in structured entities, the carrying value reflects the Group's maximum
exposure to loss.
F - 178
Annexure V
48. Disclosure of interest in other entities:
1. Details of non wholly subsidiaries that have material non-controlling interests.
Place of Proportion of
incorporation and ownership interests
Name of subsidiary Profit/(loss) allocated to non-controlling intersts
principal place of held by non-
business controlling interests
31-Mar-22 31-Mar-21 31-Mar-20
Edelweiss Asset Reconstruction Company Limited India 40.18% (FY 2021-22) 1,014.73 745.50 1,211.01
40.16% (FY 2020-21 &
FY 2019-20)
Edelweiss Tokio life insurance Company Limited India 34% (FY 2021-22) (948.07) (1,012.82) (1,337.76)
49% (FY 2020-21 & FY
2019-20)
Summarised financial information in respect of each of the Group's subsidiaries that have material non-controlling interests is set out below. The summarised financial
information below represents amounts before intra-group eliminations.
As at As at As at
Edelweiss Asset Reconstruction Company Limited
31-Mar-2022 31-Mar-2021 31-Mar-2020
Financial assets 60,210.54 58,950.25 65,178.66

Non-financial assets 577.91 377.45 285.99
Financial liabilities 33,653.68 36,285.22 43,920.19
Non-financial liabilities 2,378.22 822.62 1,180.39
Equity attributable to owners of the company 17,099.89 15,516.48 14,222.26
Non-controlling interest 7,656.66 6,703.38 6,141.80
For the year ended 31 For the year ended For the year ended
Particulars
March 2022 31 March 2021 31 March 2020
Revenue from operations 8,992.70 8,673.60 11,653.16
Total income 8,992.70 8,673.82 11,660.45
Total expenses 5,563.07 6,221.57 8,174.38
Profit / (loss) before tax 3,429.63 2,452.25 3,486.07
Tax expense 902.91 595.93 470.61
Profit / (loss) for the year 2,526.72 1,856.32 3,015.46
Total comprehensive income / (loss) 2,523.20 1,855.79 3,014.74
Profit / (loss) for the year attributable to owners of the parent 1,511.99 1,110.82 1,804.45
Profit / (loss) for the year attributable non-controlling interests 1,014.73 745.50 1,211.01
Cash flows (used) / generated from operating activities 9,905.03 7,971.82 8,411.13
Cash flows (used) / generated from investing activities (877.07) 3,272.35 8,656.56
Cash flows (used) / generated from financial activities (7,256.37) (13,034.00) (10,975.85)
Net cash inflow/(outflow) 1,771.59 (1,789.83) 6,091.84
As at As at As at
Edelweiss Tokio life insurance Company Limited
31-Mar-2022 31-Mar-2021 31-Mar-2020
Financial assets 60,448.75 47,249.24 35,366.05

Non-financial assets 4,707.40 4,963.33 5,079.39
Financial liabilities 4,371.77 3,822.91 3,162.42
Non-financial liabilities 54,590.19 43,028.79 29,794.61
Equity attributable to owners of the company 4,088.17 2,734.04 3,819.09
Non-controlling interest 2,106.02 2,626.83 3,669.32
For the year ended 31 For the year ended 31 For the year ended 31
Particulars
March 2022 March 2021 March 2020
Revenue from operations 19,008.52 18,636.09 11,865.28
Total income 19,027.24 18,663.74 11,881.84
Total expenses 21,086.81 20,730.71 14,611.96
Profit / (loss) before tax (2,059.57) (2,066.97) (2,730.12)
Tax expense - - -
Profit / (loss) for the year (2,059.57) (2,066.97) (2,730.12)
Total comprehensive income / (loss) (3,010.04) (2,127.44) (1,737.31)
Profit / (loss) for the year attributable to owners of the parent (1,111.50) (1,054.15) (1,392.36)
Profit / (loss) for the year attributable non-controlling interests (948.07) (1,012.82) (1,337.76)
Cash flows (used) / generated from operating activities 5,452.67 4,870.33 2,195.00
Cash flows (used) / generated from investing activities (9,059.31) (4,943.81) (1,921.00)
Cash flows (used) / generated from financial activities 3,683.05 (116.15) (122.00)
Net cash inflow/(outflow) 76.41 (189.63) 152.00
F - 179
Annexure V
48. Disclosure of interest in other entities (continued):
2. Details of associate*
As at As at
Edelweiss Securities Limited (w.e.f. 27 March 2021)
31-Mar-2022 31-Mar-2021
Financial assets 101,999.97 70,180.71

Non-financial assets 3,966.75 2,672.95
Financial liabilities 85,832.39 56,149.71
Non-financial liabilities 1,005.85 1,076.60
Total equity 19,128.48 15,627.35
For the year ended 31 For the year ended 31

Particulars
March 2022 March 2021
Revenue from operations 16,093.95 12,901.13
Total income 16,195.19 12,984.06
Total expenses 13,170.45 11,315.77
Profit / (loss) before tax 3,024.74 1,668.29
Other exceptional items 6,326.35 (5,912.77)
Profit / (loss) before tax and after exceptional items 9,351.09 (4,244.48)
Tax expense 779.76 583.56
Profit / (loss) for the year 8,571.33 (4,828.04)
Total comprehensive income / (loss) 8,571.53 (4,679.03)
Share in profit / (loss) of associates 966.54 (6.35)

Share in profit / (loss) of associates in other comprehensive income (1.94) 1.85
Cash flows (used) / generated from operating activities (14,252.50) (9,896.95)

Cash flows (used) / generated from investing activities (1,529.78) (931.95)
Cash flows (used) / generated from financial activities 22,093.20 7,335.92
Net cash inflow/(outflow) 6,310.92 (3,492.98)
* Refer Note 58
FY 2019-20
The Group does not have any associates as at 31 March 2020.
F - 180
Annexure V
49. Retirement benefit plan
A) Defined contribution plan (Provident fund and National Pension Scheme):
Amount of ₹ 341.89 million (FY 2020-21: ₹ 474.00 million and FY 2019-20: ₹ 572.45 million) is recognised as expenses and included in "Employee benefit expense"
in the reformatted consolidated statement of profit and loss.
B) Defined benefit plan (Gratuity):
The following tables summarise the components of the net benefit expenses recognised in the reformatted consolidated statement of profit and loss and the
funded and unfunded status and amount recognised in the reformatted consolidated statement of assets and liabilities for the gratuity benefit plan.
Reformatted consolidated statement of profit and loss
Expenses recognised in the reformatted consolidated statement of profit and loss:

Particulars 2021-22 2020-21 2019-20
Interest on defined benefit obligation 5.43 10.09 10.36
Past service cost - 2.28 2.40
Effect of Curtailment - - (8.06)
Exchange rate adjustment 0.11 (0.06) 0.17
Total included in 'Employee benefits expense' 86.92 137.13 130.41
Movement in Other Comprehensive Income:

Particulars 2021-22 2020-21 2019-20
Balance at start of year (Loss)/ Gain
Re-measurements on defined benefit obligation (DBO) (31.48) (74.75) (26.60)
a. Actuarial (Loss)/ Gain from changes in financial assumptions (1.53) (14.80) (46.80)
b. Actuarial (Loss)/ Gain from experience over the past year (35.86) (6.74) 34.66
Return on plan assets excluding amount included in net interest on the net
defined benefit liability/ (asset) 12.49 90.00 (31.32)
Effect of acquisition/ (divestiture) 1.56 9.93 -
Changes in the effect of limiting a net defined benefit asset to the asset ceiling
excluding amount included in net interest on the net defined benefit liability/
(asset) (32.40) (35.12) (4.69)
Balance at end of year (Loss)/ Gain (87.22) (31.48) (74.75)
Reformatted consolidated statement of assets and liabilities

Reconciliation of defined benefit obligation (DBO) :
Particulars 2021-22 2020-21 2019-20
Present value of DBO at the beginning of the year 488.67 729.60 625.53
Acquisition/ (Divestiture) (1.04) (337.04) (8.06)
Interest cost 23.91 41.85 42.92
Benefits paid (92.21) (94.32) (71.04)
Past service cost - 2.28 2.40
Actuarial (gain)/loss 37.39 21.54 12.14
Transfer (out)/in 0.63 -
Exchange Rate Adjustment 0.11 (0.06) 0.17
Present value of DBO at the end of the year 538.84 488.67 729.60
Reconciliation of fair value of plan assets:

Particulars 2021-22 2020-21 2019-20
Fair value of plan assets at the beginning of the year 434.78 573.50 506.53
Contributions by Employer 76.00 93.49 136.34
Benefits paid (91.06) (94.32) (71.04)
Interest income 20.90 32.42 32.99
Acquisition/ (Divestiture)/Curtailment - (260.31) -
Return on plan asset excluding amount included in net interest on the net
(31.32)
defined benefit liability/ (asset) 12.49 90.00
F - 181
Annexure V
49. Retirement benefit plan (Continued)
B) Defined benefit plan (Gratuity) (Continued):
Net asset / (liability) recognised in the balance sheet:

Particulars 2022 2021 2020 2019 2018 2017
Present value of DBO (538.84) (488.67) (729.60) (625.53) (487.60) (380.66)
Fair value of plan assets at the end of the
year 453.11 434.78 573.50 506.53 348.42 290.19
Net Liability (85.73) (53.89) (156.10) (119.00) (139.18) (90.47)
Less: Effect of limiting net assets to asset
ceiling (83.01) (47.36) (11.56) (6.45) (5.96) (1.40)
Liability recognised in the balance sheet (168.74) (101.25) (167.66) (125.45) (145.14) (91.87)
Experience adjustments:
Particulars 2022 2021 2020 2019 2018 2017
On plan liabilities: loss / (gain) 35.86 6.74 (34.66) 18.12 (13.07) (11.37)
On plan assets: gain / (loss) 15.53
Estimated contribution for next year 1.00
Principal actuarial assumptions at the balance sheet date:

Particulars 2021-22 2020-21 2019-20
Discount rate 6% 5% 5.50%-5.90%
Salary escalation 7% 7% 7.00%
Employees attrition rate 16% 25% 13% - 60%
IALM 2012-14 IALM 2012-14 IALM 2012-14
Mortality Rate
(Ultimate) (Ultimate) (Ultimate)
Percentage Break-down of Total Plan Assets 2021-22 2020-21 2019-20

Investment Funds with Insurance Company and Cash 98% 98% 100%
Cash and cash equivalents 2% 2% 0%
Total 100% 100% 100%
Sensitivity Analysis for 2022:
Assumptions Discount rate Future salary increases

Sensitivity Level 1.00% increase 1.00% decrease 1.00% increase 1.00% decrease
Impact on defined benefit obligation (23.84) 26.07 25.49 (23.77)


F - 182
Annexure V
50. Maturity analysis of assets and liabilities
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled. With regard to loans and advances to customers, the Group uses the same
basis of expected repayment behaviour as used for estimating the EIR. Issued debt reflect the contractual coupon amortisations.

Within 12 After 12 Within 12 After 12
Particulars
Within 12 months After 12 months Total months months Total months months Total
ASSETS
Financial assets
(a) Cash and cash equivalents 19,885.63 - 19,885.63 38,985.15 - 38,985.15 49,425.19 - 49,425.19
(b) Bank balances other than cash and cash 7,427.14 3,076.20 10,503.34 5,659.64 2,957.27 8,616.91 32,910.90 3,759.99 36,670.89
equivalents
(c) Derivative financial instruments 685.22 - 685.22 2,902.03 - 2,902.03 5,223.80 98.07 5,321.87
(d) Stock in trade (securities held for trading) 15,100.07 18.04 15,118.11 15,727.80 18.96 15,746.76 17,458.07 - 17,458.07
(e) Trade Receivables 2,885.67 1,806.04 4,691.71 3,057.13 2,003.36 5,060.49 10,608.54 2,443.84 13,052.38
(f) Loans 59,488.45 140,567.71 200,056.16 55,199.99 169,345.47 224,545.46 80,468.86 204,080.80 284,549.66
(g) Investments 38,155.80 88,119.09 126,274.89 34,977.31 78,095.71 113,073.02 12,029.33 70,636.69 82,666.02
(h) Other financial assets 6,912.51 4,122.72 11,035.23 11,423.86 1,204.21 12,628.07 6,139.91 1,219.55 7,359.46
Total financial assets (A) 150,540.49 237,709.80 388,250.29 167,932.91 253,624.98 421,557.89 214,264.60 282,238.94 496,503.54
(a) Reinsurance assets - 3,432.77 3,432.77 - 3,393.36 3,393.36 - 2,944.42 2,944.42
(b) Current tax assets (net) 520.88 8,391.92 8,912.80 1,221.48 5,996.66 7,218.14 870.13 4,969.65 5,839.78
(c) Deferred tax assets (net) 0.20 10,645.41 10,645.61 7.46 9,577.53 9,584.99 - 9,564.75 9,564.75
(d) Investment property - 3,034.26 3,034.26 - 3,394.63 3,394.63 - 4,457.27 4,457.27
(e) Property, Plant and Equipment 8.96 11,062.81 11,071.77 0.09 12,281.18 12,281.27 128.98 14,883.60 15,012.58
(f) Capital work in progress 0.57 - 0.57 7.93 - 7.93 - 111.56 111.56
(g) Intangible assets under development 36.33 159.37 195.70 1.32 122.85 124.17 - 320.79 320.79
(h) Goodwill - 663.35 663.35 - 663.35 663.35 - 1,723.41 1,723.41
(i) Other Intangible assets 124.48 1,079.69 1,204.17 - 1,467.74 1,467.74 - 2,255.79 2,255.79
(j) Other non- financial assets 1,574.44 2,892.07 4,466.51 1,719.00 2,087.66 3,806.66 1,531.67 2,073.71 3,605.38
(k) Inventories - - - - - - 436.09 - 436.09
Total non-financial assets (B) 2,265.86 41,361.65 43,627.51 2,957.28 38,984.96 41,942.24 2,966.87 43,304.95 46,271.82
TOTAL ASSETS (C = A+B) 152,806.35 279,071.45 431,877.80 170,890.19 292,609.94 463,500.13 217,231.47 325,543.89 542,775.36

Within 12 After 12 Within 12 After 12
Particulars
Within 12 months After 12 months Total months months Total months months Total
LIABILITIES
(a) Derivative financial instruments 2,044.07 215.82 2,259.89 1,620.56 224.95 1,845.51 3,786.06 26.42 3,812.48
(b) Trade Payables 12,760.67 140.60 12,901.27 4,396.63 498.15 4,894.78 11,569.39 1,216.44 12,785.83
(c) Insurance claims payable 345.28 - 345.28 194.41 - 194.41 74.52 - 74.52
(d) Debt securities 35,392.87 119,664.17 155,057.04 55,292.93 119,565.61 174,858.54 44,038.91 163,546.15 207,585.06
(e) Borrowings (other than debt securities) 40,550.03 16,000.63 56,550.66 54,383.78 39,934.41 94,318.19 72,727.10 60,483.45 133,210.55
(f) Deposits 15.60 - 15.60 96.01 - 96.01 2,168.97 - 2,168.97
(g) Subordinated Liabilities 500.00 14,986.53 15,486.53 - 15,087.75 15,087.75 4,655.06 18,953.75 23,608.81
(h) Other financial liabilities 13,327.54 37,245.68 50,573.22 10,406.75 34,800.42 45,207.17 25,880.65 23,389.70 49,270.35
Total financial liabilities (D) 104,936.06 188,253.43 293,189.49 126,391.07 210,111.29 336,502.36 164,900.66 267,615.91 432,516.57
(a) Current tax liabilities (net) 147.85 26.09 173.94 237.28 15.72 253.00 626.28 280.02 906.30
(b) Provisions 178.93 316.47 495.40 975.43 143.12 1,118.55 104.94 246.17 351.11
(c) Provision for policyholders' liabilities - 55,288.34 55,288.34 - 43,549.30 43,549.30 - 30,076.82 30,076.82
(d) Deferred tax liabilities (net) - 2,166.41 2,166.41 0.38 2,157.24 2,157.62 - 2,643.73 2,643.73
(e) Other non-financial liabilities 4,403.27 237.75 4,641.02 3,135.67 13.68 3,149.35 4,169.93 40.13 4,210.06
Total non-financial liabilities (E) 4,730.05 58,035.06 62,765.11 4,348.76 45,879.06 50,227.82 4,901.15 33,286.87 38,188.02
TOTAL LIABILITIES (F = D+E) 109,666.11 246,288.49 355,954.60 130,739.83 255,990.35 386,730.18 169,801.81 300,902.78 470,704.59
NET TOTAL ASSETS / (LIABILITIES) (C-F) 43,140.24 32,782.96 75,923.20 40,150.36 36,619.59 76,769.95 47,429.66 24,641.11 72,070.77
F - 183
Annexure V
51. Changes in liabilities arising from financing activities
Particulars 1-Apr-21 Cash flows Changes in fair values Exchange difference Others** 31-Mar-22
Borrowings* 284,360.49 (60,850.69) - - 3,600.03 227,109.83
Total liabilities from financing activities 284,360.49 (60,850.69) - - 3,600.03 227,109.83
Borrowings* 366,573.39 (89,797.69) - - 7,584.79 284,360.49
Borrowings* 461,477.33 (104,025.90) - - 9,121.96 366,573.39
* Comprises of Debt securities, Deposits, Subordinated Liabilities and other borrowings.

** Refers to interest expense for the year incurred by entities other than non-banking financial companies in the group.
F - 184
Annexure V
52. Contingent liabilities, commitments and leasing arrangements:
52.1 Contingent liabilities and commitments
a) Contingent liabilities
o Taxation matters in respect of which appeal is pending ₹ 1,079.99 million (FY 2020-21: ₹ 1,175.54 million and FY 2019-20: ₹ 1,488.26 million).
o Litigation pending against Group amounts to ₹ 326.67 million (FY 2020-21: ₹ 259.51 million and FY 2019-20: ₹ 194.78 million).
o Claims not acknowledged as debt ₹ 2.54 million (FY 2020-21: ₹ 2.54 million and FY 2019-20: ₹ 91.99 million).
The Group has received demand notices from tax authorities on account of disallowance of expenditure for earning exempt income under Section 14A of Income Tax Act 1961 read
with Rule 8D of the Income Tax Rules, 1962. The Group has filed appeal/s and is defending its position. Based on the favourable outcome in Appellate proceedings in the past and as
advised by the tax advisors, Group is reasonably certain about sustaining its position in the pending cases, hence the possibility of outflow of resources embodying economic benefits
on this ground is remote.
Note - The Group's pending litigations mainly comprise of claims against the Group pertaining to proceedings pending with Income Tax, Excise, Custom, Sales/VAT tax / GST and
other authorities. The Group has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent
liabilities where applicable, in the reformatted consolidated financial information. The Group believes that the outcome of these proceedings will not have a materially adverse effect
on the Group financial position and results of operations.
Corporate/other guarantee not acknowledged as debt:
Corporate/other guarantee given by the Company on behalf of its associate companies and to third party which is outstanding as at 31 March 2022 and 31 March 2021 is given
below:
As at As at
Particulars 31 March 31 March
2022 2021
Guarantee to trustees and others for non convertible debentures and other borrowings 13.98 14.59
Guarantee to Banks for loan taken 895.00 695.00
Total 908.98 709.59
There were no associates as at March 31, 2020.
b) Commitments
o Undrawn committed credit lines subject to meeting of conditions, ₹ 1,303.43 million as at balance sheet date (FY 2020-21: ₹ 5,401.60 million and FY 2019-20: ₹ 18,118.83
million).
o Estimated amount of contracts remaining to be executed on capital account and not provided for ₹ 261.37 million (FY 2020-21: ₹ 178.60 million and FY 2019-20: ₹ 374.87
million).
o Uncalled liabilities on investments ₹ 3,860.55 million (FY 2020-21: ₹ 4,126.35 million and FY 2019-20: ₹ 3,357.63 million).
F - 185
Annexure V
52.2. Leases
1) This note provides information for leases where the group is a lessee. Group has not given any property on lease
Set out below are the carrying amounts of lease As at As at As at

liabilities and the movements March 31, 2022 March 31, 2021 March 31, 2020
Opening balance as at 800.22 2,398.43 2,478.92
Addition / disposal during year 60.78 (1,454.82) 247.03
Accretion of interest 69.27 93.26 221.45
Lease payment for the year (364.26) (236.65) (548.97)
Closing balance as at 566.01 800.22 2,398.43
2) The statement of profit or loss shows the following amounts relating to leases
Particulars Mar-22 Mar-21 Mar-20

Depreciation on ROU of assets 217.97 215.25 521.63
Reversal of lease pre-closure (131.23) 52.83 -
Interest cost 69.64 93.26 221.45
Expenses related to short term lease 76.32 213.70 199.32
(FY 2019-20)
Effective 01 April 2019, the Group has adopted lnd AS 116 'Leases' and applied it to all lease contracts existing on 01 April 2019 using
the 'Modified Retrospective Approach'. Based on the same and as permitted, the Group has not restated the comparative figures.
On transition. Group has accounted for recognition of right-of-use asset and a corresponding lease liability impacting reduction in
networth by ` 209.55 million.
F - 186
53. Disclosure as required by Indian Accounting Standard 24 – “Related Party Disclosure”:

31-Mar-22 31-Mar-21 31-Mar-20
(A) Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise
Mr. Rashesh Shah Mr. Rashesh Shah Mr. Rashesh Shah
Mr. Venkatchalam Ramaswamy Mr. Venkatchalam Ramaswamy Mr. Venkatchalam Ramaswamy
Ms. Vidya Shah Ms. Vidya Shah Ms. Vidya Shah
Ms. Aparna T.C. Ms. Aparna T.C. Ms. Aparna T.C.
(B) Key Management Personnel

Mr. Rashesh Shah - Chairman Mr. Rashesh Shah - Chairman, Managing Director & CEO Mr. Rashesh Shah - Chairman, Managing Director & CEO
Mr. Venkatchalam Ramaswamy - Vice Chairman & Executive Director Mr. Venkatchalam Ramaswamy - Vice Chairman & Executive Director Mr. Venkatchalam Ramaswamy - Vice Chairman & Executive Director
Mr. Himanshu Kaji - Executive Director Mr. Himanshu Kaji - Executive Director Mr. Himanshu Kaji - Executive Director
Mr. Rujan Panjwani - Executive Director Mr. Rujan Panjwani - Executive Director Mr. Rujan Panjwani - Executive Director
Mr. S. Ranganathan - Chief Financial Officer (upto 31 October 2020) Mr. S. Ranganathan - Chief Financial Officer (upto 31 October 2020) Mr. S. Ranganathan - Chief Financial Officer
Mr. Sarju Simaria - Chief Financial Officer (w.e.f. 01 November 2020 upto 28 February 2022) Mr. Sarju Simaria - Chief Financial Officer (w.e.f. 01 November 2020)
Ms. Ananya Suneja - Chief Financial Officer (from 01 March 2022)
Mr. Tarun Khurana (from 23 April 2021)
Mr. B. Renganathan (upto 23 April 2021)
(C) Relatives of individuals exercising significant influence and relatives of KMP, with whom transactions have taken place
Ms. Kaavya Venkat Ms. Kaavya Venkat Ms. Kaavya Venkat
Ms. Shilpa Mody Ms. Shilpa Mody Ms. Shilpa Mody
Ms. Sejal Premal Parekh Ms. Sejal Premal Parekh Ms. Sejal Premal Parekh
Mr. A V Ramaswamy Mr. A V Ramaswamy Mr. A V Ramaswamy
Ms. Sneha Sripad Desai Ms. Sneha Sripad Desai Ms. Sneha Sripad Desai
Mr. Neel Shah Mr. Neel Shah Mr. Neel Shah
Ms. Avanti Shah Mr. Nalin Kaji Mr. Nalin Kaji
Ms. Shabnam Panjwani Ms. Shabnam Panjwani Ms. Shabnam Panjwani
Ms. Avanti Shah Ms. Avanti Shah
(D) Enterprises over which Promoter / KMPs / Relatives exercise significant influence, with whom transactions have taken place
Spire Investment Advisors LLP Spire Investment Advisors LLP Spire Investment Advisors LLP
Mabella Investment Adviser LLP Mabella Investment Adviser LLP Mabella Investment Adviser LLP
Shah Family Discretionary Trust Shah Family Discretionary Trust Shah Family Discretionary Trust
Kenai Advisors LLP Kenai Advisors LLP Kenai Advisors LLP
(E) Associates with whom transactions have taken place

Edelweiss Securities Limited (w. e. f. 27th March 2021) Edelweiss Securities Limited (w. e. f. 27th March 2021)
Subsidiaries of Edelweiss Securities Limited Subsidiaries of Edelweiss Securities Limited
Edelweiss Finance & Investments Limited Edelweiss Finance & Investments Limited
Edelweiss Broking Limited Edelweiss Broking Limited
Edelweiss Custodial Services Limited Edelweiss Custodial Services Limited
Edelweiss Securities (Hong Kong) Private Limited Edelweiss Securities (Hong Kong) Private Limited
Edelweiss Investment Advisors Private Limited Edelweiss Investment Advisors Private Limited
Edelweiss Financial Services Inc Edelweiss Financial Services Inc
Edelweiss Financial Services (UK) Limited Edelweiss Financial Services (UK) Limited
Edelweiss Securities (IFSC) Limited Edelweiss Securities (IFSC) Limited
ESL Securities Limited ESL Securities Limited

Mr. Berjis Desai (upto 6 November 2021) Mr. Berjis Desai Mr. Berjis Desai
Mr. Biswamohan Mahapatra Mr. Biswamohan Mahapatra Mr. Biswamohan Mahapatra
Mr. Kunnasagaran Chinniah Mr. Kunnasagaran Chinniah Mr. Kunnasagaran Chinniah
Mr. Navtej S. Nandra Mr. Navtej S. Nandra Mr. Navtej S. Nandra
Mr. P N Venkatachalam Mr. P N Venkatachalam Mr. P N Venkatachalam
Mr. Ashok Kini Mr. Ashok Kini Mr. Ashok Kini
Dr. Ashima Goyal Dr. Ashima Goyal Dr. Ashima Goyal (from 01 April 2019)
Mr. Sanjiv Mishra (Upto 24 January 2019)
(G) Other Directors
Ms. Anita M George (upto 13 July 2020) Ms. Anita M George Ms. Anita M George
F - 187
53. Disclosure as required by Indian Accounting Standard 24 – “Related Party Disclosure” (Continued):
Transactions and balances with Related Parties:

1 Short term loans given to Mr. Venkatchalam Ramaswamy - 12.37 34.02

Ms. Aparna T. C. 178.01 649.72 353.28
Mabella Investment Advisor LLP 291.29 1,036.39 1,087.89
Kenai Advisors LLP 44.51 36.88 62.78
Mr. S. Ranganathan 5.00
2 Redemption of Preference Share (including premium and

Mr. Rujan Panjwani -
dividend) - 3.84
Ms. Shabnam Panjwani - 1.67 -
3 Short term loans given repaid by Mr. Venkatchalam Ramaswamy - 22.12 24.27
Ms. Aparna T. C. 197.81 412.97 347.16
Mabella Investment Advisor LLP 562.28 1,063.09 565.03
Mr. S. Ranganathan - 5.00 -
4 Dividend paid on Equity Shares Mr. Rashesh Shah 211.12 - 43.59

Mr. Venkatchalam Ramaswamy 84.28 - 17.41
Ms. Vidya Shah 45.00 - 9.91
Shah Family Discretionary Trust 56.19 - 11.63
Spire Investment Advisors LLP 4.64 - 0.96
Ms. Aparna T. C. 17.70 - 3.66
Ms. Kaavya Venkat 17.10 - 3.54
Mr. Rujan Panjwani 16.97 - 4.23
Mr. Himanshu Kaji 4.28 - 1.20
Ms. Sneha Sripad Desai 1.49 - 0.31
Ms. Shilpa Mody 1.38 - 0.29
Ms. Sejal Premal Parekh 1.38 - 0.29
Ms. Shabnam Panjwani 0.93 - 0.32
Mr. A V Ramaswamy 0.07 - 0.02
Mr. Navtej S. Nandra 11.56 - 2.39
Ms. Avanti Shah 2.90 - 0.60
Mr. P. N. Venkatachalam 0.39 - 0.08
Mr. Neel Shah 2.90 - -
Mr. Kunnasagaran Chinniah 0.29 - -
Mr. B. Renganathan 0.08 - -
Mr. S. Ranganathan 0.33
5 Interest income on loan from Mr. Venkatchalam Ramaswamy - 0.23 0.25

Ms. Aparna T. C. 24.21 24.72 7.82
Mabella Investment Advisor LLP 31.59 69.93 28.62
Mr. S. Ranganathan - 0.21 -
6 Remuneration to Mr. Rashesh Shah 86.77 11.48 50.19

Mr. Rujan Panjwani 62.06 11.29 38.19
Mr. Himanshu Kaji 41.59 10.77 36.91
Mr. Venkatchalam Ramaswamy 65.58 9.36 35.63
Ms. Shabnam Panjwani 2.83 8.29 12.92
Ms. Vidya Shah 31.21 1.84 4.24
Mr. Sarju Simaria 18.42 4.55 -
Mr. S. Ranganathan - 5.79 25.18
Ms. Ananya Suneja 21.99 - -
Mr. B. Renganathan 2.64 9.03 -
Mr. Neel Shah - - 1.27
7 Sitting fees paid to Mr. Berjis Desai 0.28 0.52 0.26

Mr. Biswamohan Mahapatra 0.98 0.86 1.02
Mr. Kunnasagaran Chinniah 2.74 1.66 0.96
Mr. Navtej S. Nandra 1.08 0.78 0.68
Mr. P N Venkatachalam 2.14 2.20 2.00
Mr. Dr. Ashima Goyal 0.12 0.12 0.10
Mr. Ashok Kini 0.12 0.30 0.47
F - 188
Annexure V
Transactions and balances with Related Parties: (Continued)

8 Commission paid to Mr. Berjis Desai 2.00 0.50 1.00
Mr. Biswamohan Mahapatra 2.00 0.50 1.00
Mr. Kunnasagaran Chinniah 4.50 0.50 1.00
Mr. Navtej S. Nandra 4.50 0.50 1.00
Mr. P N Venkatachalam 3.00 0.50 1.00
Dr. Ashima Goyal 2.00 0.50 -
Mr. Ashok Kini 2.00 0.50 -
Ms. Vidya Shah 2.00 -
9 Branding fees received from Edelweiss Securities Limited 40.48 0.34 -
10 Commission and brokerage paid to Edelweiss Securities Limited 384.59 0.48 -

Edelweiss Broking Limited 132.34 -
11 Other service charges paid to Edelweiss Custodial Services Limited 308.85 0.15 -
Edelweiss Securities Limited 0.05 -
12 Shared Premises Cost paid to Edelweiss Broking Limited 2.10 -

Edelweiss Custodial Services Limited 13.19 -
13 Commission and brokerage received from Edelweiss Finance & Investments Limited 14.24 0.08 -
14 Insurance Premium Income Edelweiss Broking Limited 65.99 - -

Edelweiss Finance & Investments Limited 11.76 - -
Edelweiss Securities (IFSC) Limited 0.23 - -
15 Business support service charges from Edelweiss Broking Limited 2.97 - -

16 Investments in Debt securities Edelweiss Broking Limited 504.19 - -

17 Purchase of Securities Edelweiss Finance & Investments Limited 860.08 - -

Edelweiss Securities Limited 1,958.44 - -
18 Redemption of investment Edelweiss Finance & Investments Limited 219.97 - -
19 Corporate Guarantee support fee income Edelweiss Finance & Investments Limited 1.44 0.02 -
20 Rating Support Fees Income Edelweiss Broking Limited 0.02 - -

21 Rental income from Edelweiss Broking Limited 2.61 - -

22 Cost reimbursement received from Edelweiss Broking Limited 5.44 3.31 -

Edelweiss Finance & Investments Limited 1.75 0.69 -
Edelweiss Investment Advisors Pte. Limited 17.35 -
Edelweiss Securities (IFSC) Limited - 0.18 -
23 Cost reimbursement paid to Edelweiss Broking Limited 405.46 0.06 -

Edelweiss Finance & Investments Limited 0.96 -
F - 189
Annexure V

24 Equity segment payin Edelweiss Securities Limited 49,791.67 616.32 -

Edelweiss Finance & Investments Limited 17,178.40 - -
25 Equity segment payout Edelweiss Securities Limited 47,856.85 1,192.42 -

26 ESOP/SAR charges received from Edelweiss Custodial Services Limited - 0.01 -

Edelweiss Securities Limited - 0.53 -
Edelweiss Investment Advisors Pte. Limited 0.65 - -
27 ESOP/SAR charges paid to Edelweiss Custodial Services Limited 1.02 - -

28 Fee & commision expenses paid to Edelweiss Broking Limited 189.33 9.15 -
Edelweiss Financial Services Inc. 163.78 - -
Edelweiss Custodial Services Limited - 0.84 -
29 Financial charges paid to Edelweiss Broking Limited 1,164.32 - -
30 Purchase of property, plant and equipments Edelweiss Broking Limited 0.12 - -

31 Sale of property, plant and equipments Edelweiss Broking Limited 0.59 5.64 -
Edelweiss Investment Advisors Pte. Limited 0.12 - -
32 Donation received from Edelweiss Custodial Services Limited 30.10 - -

33 Interest income on loan from Edelweiss Broking Limited 43.86 0.10 -

34 Interest income on margin placed with Edelweiss Custodial Services Limited 18.12 0.16 -
35 Interest expense on margin shortfall paid to Edelweiss Custodial Services Limited - 4.16 -
36 Interest income on debt & securities Edelweiss Finance & Investments Limited 20.83 - -
37 Interest expense on debt & securities Edelweiss Finance & Investments Limited 4.18 0.27 -
38 Loans and advances given that are repaid Edelweiss Broking Limited 2,200.00 120.00 -
39 Loans and advances given during the year Edelweiss Broking Limited 2,200.00 - -
40 Margin placed with Edelweiss Custodial Services Limited 73,319.06 7,781.02 -

41 Margin placed by Edelweiss Finance & Investments Limited - 5.13 -
42 Margin repaid by Edelweiss Custodial Services Limited 73,509.70 6,898.95 -

43 Margin repaid to Edelweiss Finance & Investments Limited 106.64 0.13 -

44 Sale of securities to Edelweiss Finance & Investments Limited 3,971.87 10.58 -

45 Security deposit received from Edelweiss Custodial Services Limited 148.87 - -

46 Security deposit repaid to Edelweiss Custodial Services Limited 64.43 - -
47 Brokerage earned from Mabella Investment Advisor LLP - - 0.14

Ms. Aparna T. C. - - 0.10
Mr. Neel Shah - - 0.01
F - 190

Sr.No Balances Related Party Name 31-Mar-22 31-Mar-21 31-Mar-20
Balances with Releated Parties:
1 Short Term Loan Given to Ms. Aparna T. C. 223.06 242.87 6.12

Mabella Investment Advisor LLP 225.16 496.16 522.86
Mr. S. Ranganathan - - 5.00
Mr. Venkatchalam Ramaswamy - - 9.75
2 Non convertible debentures held by Edelweiss Broking Limited 550.00 - -

3 Investment in Equity Shares of Edelweiss Securities Limited 2,428.59 124.52 -
4 Investments in Debt securities Edelweiss Finance & Investments Limited 1.77 - -
5 Accrued interest income on margin placed with Edelweiss Custodial Services Limited 6.59 7.91 -
6 Accrued interest expenses on debentures issued to Edelweiss Finance & Investments Limited 0.04 0.28 -
7 Contract liabilty Edelweiss Broking Limited 92.77 - -
8 Contract Asset Edelweiss Financial Services Inc. 515.92 - -
9 Corporate guarantee given to Edelweiss Custodial Services Limited 8,950.00 14,500.00 -

10 Interest accrued on loan given to Edelweiss Broking Limited - 2.01 -

Edelweiss Finance & Investments Limited - 7.32 -
11 Margin placed by Edelweiss Finance & Investments Limited - 5.00 -
12 Margins receivable from clients Edelweiss Custodial Services Limited 1,277.96 1,537.02 -
13 Debentures issued to Edelweiss Finance & Investments Limited - 90.38 -
14 Short term loans given to Edelweiss Finance & Investments Limited - 3,355.00 -
15 Trade & other payable to Edelweiss Broking Limited 362.26 55.35 -

Edelweiss Finance & Investments Limited 1,841.51 22.64 -
Edelweiss Financial Services Inc. 0.45 0.70 -
Edelweiss Securities (IFSC) Limited 0.03 0.06 -
16 Trade and other receivable from Edelweiss Broking Limited 27.25 55.71 -
Edelweiss Financial Services Inc. - 0.03 -
Edelweiss Financial Services (UK) Limited 0.02 0.02 -
Edelweiss Investment Advisors Pte. Limited 0.70 3.07 -
Edelweiss Securities (Hong Kong) Private
Limited - 0.04 -
Edelweiss Securities (IFSC) Limited - 0.01 -
17 Preference shares held by Mr. Rujan Panjwani - - 2.30

Ms. Shabnam Panjwani - - 1.00
0.00 million indicates amount less than ₹ 0.01 million

Notes:
Information relating to remuneration paid to key managerial person mentioned above excludes provision made for gratuity and provision made for bonus which are provided for group of
employees on an overall basis. These are included on cash basis.
F - 191
54. Capital management
The Group manages the capital structure by a balanced mix of debt and equity. The Group's capital management strategy is to effectively determine, raise and
deploy capital so as to create value for its shareholders. The Group maintains sound capitalisation both from an economic and regulatory perspective. The
Group continuously monitors and adjusts overall capital demand and supply in an effort to achieve an appropriate balance of the economic and regulatory
considerations at all times and from all perspectives. These perspectives include specific capital requirements from rating agencies.
Capital structure includes infusion in the form of equity and structured debt from strategic business partners in certain of Group's subsidiaries to fund
expansion and assist in achieving expected growth in the competitive market.
No changes were made in the objectives, policies or processes during the financial years ended 31 March 2022, 31 March 2021 and 31 March 2020.
This framework is adjusted based on underlying the macro-economic factors affecting business environment, financial market conditions and interest rates
environment. Group monitors capital using debt-equity ratio, which is total debt divided by total equity.

Total Debt 227,109.83 284,360.49 366,573.39
Equity 75,923.20 76,769.95 72,070.77
Net Debt to Equity 2.99 3.70 5.09
Total debt = Debt securities + Borrowings (other than debt securities) + Deposits + Subordinated Liabilities
F - 192
Edelweiss Financial Services Limited ("EFSL" hereafter), has recognised share based payment expenses for the years ended 31 March 2022, 31 March 2021 and 31 March 2020 based on fair value as on the grant date calculated as per option pricing
model. The grants represent equity-settled options under the Employee Stock Option Plans and Stock Appreciation Rights Plans (hereafter referred to as, "ESOP 2011" and "SAR 2019" or "ESOPs" "SARs" ).
The EFSL has granted ESOPs under the two plans viz., ESOP 2011 & SAR 2019 to its employees on an equity-settled basis as tabulated below. The ESOPs/SARs provide a right to its holders (i.e., Edelweiss group employees) to purchase one EFSL share
for each option at a pre-determined strike price on the expiry of the vesting period. The ESOP/SAR hence represents an European call option that provides a right but not an obligation to the employees of the Edelweiss group to exercise the option
by paying the strike price at any time on completion of the vesting period, subject to an outer boundary on the exercise period.
EFSL has granted stock options to employees of the Edelweiss group on an equity-settled basis as tabulated below.
Particulars SAR 2019 ESOP 2011

Dates of grant Varying Varying
Option Type Equity settled Equity settled
No. of outstanding options at 31 March 2022 10,914,200 7,182,488
No. of Equity shares represented by an option 1 share for 1 option 1 share for 1 option
Fair Value per option Varies as per the grant date Varies as per the grant date
Exercise Price Varies as per the grant date Varies as per the grant date
Vesting Period 2-6 years 1-4 years
Vesting Conditions Service Service
The vesting of options is subject to the employee's continued employment with the Edelweiss group. The ESOPs shall vest as follows:
Particulars SAR 2019 ESOP 2011

Duration from grant date % options vesting % options vesting
60 months from the grant date - -
72 months from the grant date 33.34% -
Total 100.00% 100.00%
Plan description
Plan Name Grant Date Vesting Conditions Term of Options Payout

ESOP Plan 2011 Various As specified in tables above 1-4 years Equity settled
SAR Plan 2019 Various As specified in tables above 2-6 years Equity settled
Movement of number of Options for FY 2021-22, 2020-21 and 2019-20
Number of options 2021-22 2020-21 2019-20

Outstanding at the start of the year 16,780,500 18,260,651 35,041,151 11,230,000 21,126,689 32,356,689 - 20,588,627 20,588,627
Granted during the year* - - - 6,425,500 1,956,500 8,382,000 11,625,000 4,085,000 15,710,000
Exercised during the year - (6,627,263) (6,627,263) - (1,970,150) (1,970,150) - (1,746,763) (1,746,763)
Lapsed/ cancelled during the year (5,866,300) (4,450,900) (10,317,200) (875,000) (2,852,388) (3,727,388) (395,000) (1,800,175) (2,195,175)
Outstanding at the end of the year* 10,914,200 7,182,488 18,096,688 16,780,500 18,260,651 35,041,151 11,230,000 21,126,689 32,356,689
Exercisable at the end of the year - 4,030,525 4,030,525 - 11,542,051 11,542,051 - 11,241,676 11,241,676
*Includes, SAR 2019 345,050, ESOP Nil (FY 2020-21: SAR 2019 515,000, ESOP 2011 Nil and FY 2019-20: SAR 2019 515,000, ESOP 2011 1,670,825) approved but not granted.
Weighted Average Exercise Price for FY 2021-22, 2020-21 and 2019-20
31-Mar-22 31-Mar-21 31-Mar-20

Weighted Average Exercise Price (₹)
Outstanding at the start of the year 132.90 132.00 178.75 131.80 NA 117.34
Granted during the year - - 61.00 61.00 180.26 168.04
Exercised during the year - 44.70 - 35.10 - 47.27
Lapsed/ cancelled during the year 150.57 196.21 166.29 161.03 180.65 127.91
Outstanding at the end of the year 123.38 172.77 132.90 132.00 178.75 131.80
Exercisable at the end of the year NA 191.57 NA 110.14 NA 78.84
Weighted Average Share price at the exercise date NA 44.81 NA 35.17 NA 47.61
F - 193
Annexure V
55. Share based payments: Employee Stock Option Plans and Stock Appreciation Rights Plans (Continued)
Outstanding Options as at 31 March 2022, 31 March 2021 and 31 March 2020
31-Mar-22 31-Mar-21 31-Mar-20

Particulars
Number of options outstanding 10,914,200 7,182,488 16,780,500 18,260,651 11,230,000 21,126,689
Weighted average strike price (₹) 123.38 172.77 132.90 132.00 178.75 131.80
Number of employees covered under the scheme 152 210 182 326 132 372
Options granted during FY 2021-22, FY 2020-21 and FY 2019-20

31-Mar-22 31-Mar-21 31-Mar-20
Particulars
Number of options granted - - 6,425,500 1,956,500 11,625,000 4,085,000
Weighted average strike price (in ₹) NA NA 61.00 61.00 180.26 168.04
Weighted average remaining lifetime of options (in years) NA NA 4.00 3.50 4.00 3.50
Number of employees covered under the scheme NA NA 155 115 132 216
Weighted Average Fair value per option (in ₹) NA NA 28.23 27.24 85.08 81.21
Weighted Average Intrinsic value per option (in ₹) NA NA - - 1.44 9.03
Assumptions for Fair Value for FY 2021-22, FY 2020-21 and FY 2019-20

31-Mar-22 31-Mar-21 31-Mar-20
Particulars
Weighted average share price (in ₹) 123.12 175.10 132.93 133.01 180.17 133.12
Weighted average strike price (in ₹) 123.38 172.77 132.90 132.00 178.75 131.80
Expected volatility (% p.a.) 56% p.a. - 72% p.a. 35% p.a. - 72% p.a. 56% - 72% p.a. 35% - 72% p.a. 56% - 62% p.a. 35% - 62% p.a.
Risk-free discount rate (% p.a.) 4.3% p.a. - 6.9% p.a. 4.3% p.a. - 7.8% p.a. 4.3% - 6.9% p.a. 4.3% - 8.5% p.a. 5.4% - 6.9% p.a. 5.4% - 8.5% p.a.
Expected dividend yield (% p.a.) 0.7% p.a. - 2.4% p.a. 0.4% p.a. - 2.4% p.a. 0.7% - 2.4% p.a. 0.4% - 3.1% p.a. 0.66% - 0.67% p.a. 0.4% - 3.1% p.a.
Other Disclosure

Charges during the year due to share based
81.64 39.09 120.73 195.72 139.42 335.14 148.93 242.03 390.96
payments *
Liability due for share based payments 264.88 496.70 761.58 344.64 783.64 1,128.28 148.93 669.25 818.18
Intrinsic value of the liability above 2.50 16.06 18.56 6.51 33.76 40.27 - - -
* includes all group companies including associates
F - 194
56. Fair Value Measurement
56.1. Valuation Principles :
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the
measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique. In
order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as explained in Note 56.4
56.2. Valuation governance :
The Group's fair value methodology and the governance over its models includes a number of controls and other procedures to ensure appropriate safeguards are in place to
ensure its quality and adequacy. All new product initiatives (including their valuation methodologies) are subject to approvals by various functions of the Group including the
risk and finance functions.
Where fair values are determined by reference to externally quoted prices or observable pricing inputs to models, independent price determination or validation is used. For
inactive markets, Company sources alternative market information, with greater weight given to information that is considered to be more relevant and reliable.
The responsibility of ongoing measurement resides with the business and product line divisions. However Finance department is responsible for establishing procedures
governing valuation and ensuring fair values are in compliance with accounting standards
56.3. Assets and liabilities by fair value hierarchy

The following table shows an analysis of financial instruments recorded at fair value by level of the fair value hierarchy. Exchange traded and OTC derivatives are at gross
amount i.e. before offsetting margin money. The impact of offsetting is explained in note 10.1.
31-Mar-22
Particulars
Exchange-traded derivatives 466.91 100.70 - 567.61
OTC derivatives - 249.37 - 249.37
Embedded derivatives in market-linked debentures issued - - 20.80 20.80
Total derivative financial instruments (assets) 466.91 350.07 20.80 837.78
Stock-in-trade
Government Securities 10,085.12 - - 10,085.12
Debt Securities 124.07 7.81 1.77 133.65
Mutual Fund 1,377.90 - - 1,377.90
Equity Instruments 1,063.39 - 2,458.05 3,521.44
Stock-in-trade 12,650.48 7.81 2,459.82 15,118.11
Investments
Government securities 9.28 27,429.88 - 27,439.16
Debt securities - 9,824.99 3,022.04 12,847.03
Mutual fund units 2,539.08 - - 2,539.08
Security receipts - - 33,406.65 33,406.65
Units of AIF - 340.06 8,629.24 8,969.30
Equity instruments 13,287.93 1,763.96 617.34 15,669.23
Others 1,190.22 928.78 63.87 2,182.87
Total investments measured at fair value 17,026.51 40,287.67 46,881.36 104,195.54
Loans and other financial assets measured at fair value - - 3,361.82 3,361.82
Property Plant and equipment - - 10,871.00 10,871.00
Total financial assets measured at fair value on a recurring basis 30,143.90 40,645.55 63,594.80 134,384.25
31-Mar-21
Particulars
Exchange-traded derivatives 2,625.87 206.24 - 2,832.11
Embedded derivatives in market-linked debentures issued - - 23.79 23.79
Total derivative financial instruments (assets) 2,625.87 383.80 23.79 3,033.46
Stock-in-trade
Debt Securities 181.88 12.90 52.15 246.93
Mutual Fund 1,136.21 - - 1,136.21
Equity Instruments 5,721.59 - 5.40 5,726.99
Stock-in-trade 15,676.31 12.90 57.55 15,746.76
Investments
Debt securities 502.63 7,423.21 1,562.76 9,488.60
Mutual fund units 2,053.87 - - 2,053.87
Units of AIF 19.51 - 8,075.93 8,095.44
Preference Shares 28.15 - 1,759.12 1,787.27
Others 958.17 - 226.48 1,184.65
Loans and other financial assets measured at fair value - - 2,089.30 2,089.30
F - 195
Annexure V
56.3. Assets and liabilities by fair value hierarchy (Continued)
31-Mar-20
Particulars
Exchange-traded derivatives 1,061.72 1,160.73 - 2,222.45
Embedded derivatives in market-linked debentures issued - - 2,637.76 2,637.76
Total derivative financial instruments (assets) 1,061.72 1,706.59 2,637.76 5,406.07
Stock-in-trade
Debt Securities 12.32 695.51 - 707.83
Mutual Fund 6,500.47 - - 6,500.47
Equity Instruments 1,766.73 - 1,020.00 2,786.73
Preference Shares 0.13 - - 0.13
Stock-in-trade 15,742.56 695.51 1,020.00 17,458.07
Investments
Debt securities - 6,632.90 581.91 7,214.81
Mutual fund units 762.08 - - 762.08
Units of AIF 18.59 - 4,269.90 4,288.49
Preference Shares 49.01 - 1,905.53 1,954.54
Loans and other financial assets measured at fair value - 78.62 5,479.21 5,557.83
31-Mar-22
Particulars
Embedded derivative liabilities in market-linked debentures - - 1,556.41 1,556.41
Non convertible debentures issued - - 7,887.95 7,887.95
Short sales 889.70 - - 889.70
Total financial liabilities measured at fair value on a recurring basis 1,437.88 471.14 9,444.36 11,353.38
31-Mar-21
Particulars
Embedded derivative liabilities in market-linked debentures - - 1,373.35 1,373.35
Short sales 529.70 - - 529.70
Total financial liabilities measured at fair value on a recurring basis 1,188.20 701.65 10,124.11 12,013.96
31-Mar-20
Particulars
Exchange-traded derivatives 730.89 2,874.91 - 3,605.80
OTC derivatives 1.89 904.22 - 906.11
Embedded derivative liabilities in market-linked debentures - - 735.01 735.01
Short sales 1,372.17 - - 1,372.17
Total financial liabilities measured at fair value on a recurring basis 2,104.95 3,779.13 11,514.74 17,398.82
56.4. Fair valuation techniques :
Government debt securities

Government debt securities are financial instruments issued by sovereign governments and include both long term bonds and short-term bills with fixed or floating rate
interest payments. These instruments are generally highly liquid and traded in active markets resulting in a Level 1 classification. In life insurance business, CRISIL security level
prices are considered.
Debt securities
Whilst most of these instruments are standard fixed or floating rate securities, however nifty linked debentures have embedded derivative characteristics. Fair value of these
instruments is derived based on the indicative quotes of price and yields prevailing in the market as at the reporting date. Group has used quoted price of national stock
exchange wherever bonds are traded actively. In cases where debt securities are not activity traded Group has used CRISIL Corporate Bond Valuer model for measuring fair
value.
Security receipts
The market for these securities is not active. Therefore, the Group uses valuation techniques to measure their fair values. Since the security receipts are less liquid instruments
therefore they are valued by discounted cash flow models. Expected cash flow levels are estimated by using quantitative and qualitative measures regarding the characteristics
of the underlying assets including prepayment rates, default rates and other economic drivers. Securities receipts with significant unobservable valuation inputs are classified
as Level 3.
Equity instruments
The majority of equity instruments are actively traded on recognised stock exchanges with readily available active prices on a regular basis. Such instruments are classified as
Level 1. Equity instruments in non-listed entities are initially measured at transaction price and re-measured at each reporting date at valuation provided by external valuer at
instrument level. Such unlisted equity securities are classified at Level 3
F - 196
Annexure V
56.4. Fair valuation techniques (Continued) :
Units of Alternative Investment Funds and Mutual Fund.

Units held in Alternative Investment funds are measured based on fund net asset value (NAV), taking into account redemption and/or other restrictions. Such instruments are
classified at Level 3.
Open-ended funds that are redeemable at any time, and that report a daily net asset value (NAV) and for which sufficient subscriptions and redemptions occur at NAV are
measured at NAV and classified as level 1.
Loans measured at fair value through profit or loss

Loans are segregated, as far as possible, into portfolios of similar characteristics. Fair values are based on observable market transactions, when available. When they are
unavailable, fair values are estimated using valuation models incorporating range of input assumptions. Group has determine fair value with help of internal valuation team
and independent valuer on case to case basis. Valuation is based on discounted cash flow, comparable transaction market price, market research and marked trend as
considered appropriate.
Derivatives
The Group enters into derivative financial instruments with various counter-parties, primarily banks with investment grade credit ratings. Derivatives valued using valuation
techniques with market observable inputs are mainly interest rate swaps, exchange traded futures and options contracts. The most frequently applied valuation techniques
include quoted price for exchange traded derivatives and Black Scholes models (for option valuation).
OTC derivatives:
Under Interest rate swap contract, the Company agrees to exchange the difference between fixed and floating rate interest amount calculated on agreed notional principal.
Such contracts enable the Company to mitigate the risk of changing interest rate. The fair value of interest rate swap is determined by discounting the future cash flows using
the curves at the end of year and the credit risk inherent in the contract. Company classify the Interest rate swaps as level 2 instruments.
Exchange traded derivatives

Exchange traded derivatives includes index/stock options, index/stock futures, company uses exchange traded prices to value these derivative and classify these instrument as
level 1
Embedded derivatives
An embedded derivative is a component of a hybrid instrument that also includes a non-derivative host contract with the effect that some of the cash flows of the combined
instrument vary in a way similar to a stand-alone derivative.
Group uses valuation models. Inputs to valuation models are determined from observable market (Indices) data wherever possible, including prices available from exchanges,
dealers, brokers. Group classify these embedded derivative as level 2 instruments.
F - 197
56.5. Transfer between Level 1 and level 2
During the year there were no transfers between level 1 and level 2. Similarly, there were no transfers from or transfer to level 3.
56.6. Financial instruments not measured at fair value
The following table sets out the fair values of financial instruments not measured at fair value and analysing them by the level in the fair value hierarchy into which each fair value measurement is categorised. The information given below is
with respect to financial assets and financial liabilities measured at amortised cost for which the fair value is different than the carrying amount. Carrying amounts of cash and cash equivalents, trade receivables, trade and other payables as
on 31 March 2022, 31 March 2021 and 31 March 2020 approximate the fair value because of their short-term nature. Difference between carrying amounts and fair values of bank deposits, other financials assets and other financial liabilities
is not significant in each of the years presented.
31-Mar-22
Total Carrying
Amount
Financial assets:
Loans 196,694.34 201,433.75 - - 201,433.75
Debt securities 147,169.09 147,297.65 43,931.97 92,514.16 10,851.52
Borrowing (other than debt securities) 56,550.66 56,547.01 2,348.81 16,253.96 37,944.24
Subordinated liabilities 15,486.53 14,771.71 - 14,771.71 -
Off-balance sheet items

Loan commitments 3,317.84 2,562.86 - - 2,562.86
31-Mar-21
Total Carrying
Amount
Financial assets:
Loans 222,456.16 218,056.84 - - 218,056.84
Debt securities 166,107.78 174,989.81 38,382.72 110,816.61 25,790.48
Borrowing (other than debt securities) 94,318.19 94,321.42 233.27 27,121.11 66,967.04

31-Mar-20
Total Carrying
Amount
Financial assets:
Loans 279,070.45 282,710.65 - - 282,710.65
Debt securities 196,805.33 207,562.29 28,596.10 140,369.16 38,597.03
Borrowing (other than debt securities) 133,210.55 133,216.52 4,251.82 35,787.25 93,177.45

F - 198
56.7. Valuation methodologies of financial instruments not measured at fair value:
Below are the methodologies and assumptions used to determine fair values for the above financial instruments which are not recorded and measured at fair value in the Group's Reformatted consolidated financial informataion. These fair
values were calculated for disclosure purposes only. The below methodologies and assumptions relate only to the instruments in the above tables and, as such, may differ from the techniques as explained in Notes 56.4
Financial assets at amortised cost
The fair values financial assets measured at amortised cost are estimated using a discounted cash flow model based on contractual cash flows using actual or estimated yields and discounting by yields incorporating the counterparties' credit
risk.
Issued Debt
The fair value of issued debt is estimated by a discounted cash flow model.
56.8. Movement in level 3 financial instruments measured at fair value
The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets and liabilities which are recorded at fair value.
Financial assets Financial liabilities

Particulars Loans classified as Derivative financial Derivative financial Non-convertible
Security Receipts Equity & Preference Debt Securities AIFs Others
FVTPL assets liabilities debentures issued
As at 31-Mar-2021 37,472.98 2,406.87 1,614.91 8,075.93 2,089.30 23.79 226.48 1,373.35 8,750.76
Purchases 22,710.86 2,290.84 2,378.78 3,796.52 1,590.71 - 63.88 - -
Sales* (30,030.76) (976.39) (798.00) (4,000.51) (971.51) - (226.49) - -
Issuance - - - - - 20.78 - 104.41 -
Settlements - - - - - (15.78) - (543.73) (927.86)
Gain / Loss 3,253.57 496.29 (171.88) 757.30 653.32 (7.99) - 622.38 65.05
As at 31-Mar-2022 33,406.65 4,217.61 3,023.81 8,629.24 3,361.82 20.80 63.87 1,556.41 7,887.95
Unrealised Gain / Loss (1,135.68) 526.63 (171.88) 1,220.86 427.69 (7.99) - 343.50 1,614.23
As at 31-Mar-2020 42,646.81 3,420.33 581.91 4,269.90 5,479.21 2,637.76 - 735.01 10,779.73

Purchases 11,911.63 1,842.88 2,257.71 7,654.59 33.75 - 226.48 - -
Sales* (14,351.91) (2,942.62) (1,201.43) (4,166.90) (111.44) (1.35) - (50.41) -
Issuance - - - - - 23.92 - 507.89 -
Settlements - - - (48.09) - (1,774.13) - (626.42) (2,187.03)
Gain / Loss (2,733.55) 86.28 (23.28) 366.43 (3,312.22) (862.41) - 807.28 158.06
As at 31-Mar-2021 37,472.98 2,406.87 1,614.91 8,075.93 2,089.30 23.79 226.48 1,373.35 8,750.76
Unrealised Gain / Loss (3,853.54) (34.18) (75.19) 219.88 (3,268.54) (757.40) - (583.66) 1,604.11
As at 31-Mar-2019 53,121.56 835.99 406.50 2,957.36 5,896.70 580.81 - 1,469.09 14,212.19

Purchases 10,260.91 2,570.92 713.97 3,314.55 1,026.85 - - - -
Sales (15,407.99) (724.16) (412.29) (1,439.92) (113.73) - - - -
Issuance - - - - - (760.01) - 13.56 152.00
Settlements - - (21.50) (626.51) - 357.48 - (310.07) (2,294.94)
Gain / Loss (5,327.67) 737.58 (104.77) 64.42 (1,330.61) 2,459.48 - (437.57) (1,289.52)
As at 31-Mar-2020 42,646.81 3,420.33 581.91 4,269.90 5,479.21 2,637.76 - 735.01 10,779.73
Unrealised Gain / Loss (250.46) 733.17 - (5.04) (1,313.95) 2,458.91 - (467.89) 1,715.12
*includes financial assets & financial liabilities derecognised
F - 199
56.9. Unobservable inputs used in measuring fair value categorised within Level 3 and sensitivity of fair value measurement to change in unobservable market data.
As at 31 March 2022
Type of Financial Instruments Valuation Techniques Significant Unobservable input Range of estimates for unobservable input Increase in the Change in fair value Decrease in the Change in fair value
unobservable input because of increase in unobservable input because of decrease in
unobservable input unobservable input
Investments in security receipts Net asset value method NAV per security receipt ₹ 842 to ₹ 945 per security receipt 5% 89.59 5% (89.59)
Discounted projected cash flow Cash Flow ₹ 437,984 million 5% 2,181.06 5% (4,436.55)
Discount rates 12% to 22% 50 basis point (1,354.66) 50 basis point 3,072.79
Investments in units of AIF Net Asset approach Fair value of underlying ₹ 9,074.67 million 5% 453.73 5% (453.73)
investments
NAV per unit ₹ 685.69 - ₹ 10,773 5% 7.63 5% (7.63)
NAV per unit ₹ 1,142.04 - ₹ 12,292.40 5% 11.47 5% (11.47)
₹ 177 to ₹ 1,441,892 per Unit 5% 158.18 5% (158.18)
₹ 29 to ₹ 36 per Unit 5% 10.39 5% (10.39)
5% 212.95 5% (212.95)
Investments in unquoted equity shares and Comparable transaction and P/E Fair value per share ₹ 216,133 per share 5% 1.08 5% (1.08)
preference shares categorised at Level 3
₹ 42.85 per share 5% 5.37 5% (5.37)
₹ 69 to ₹ 216,133 per share 5% 28.66 5% (28.66)
₹ 8 to ₹ 120 per share 5% 0.00 5% (0.00)
₹ 8 to ₹ 216,132 per share 5% 20.95 5% (20.95)
₹ 4,802 per unit 5% 14.79 5% (14.79)
₹ 3,168 per shares 5% 122.90 5% (122.90)
₹ 2 to ₹ 12,240 per share 5% 14.47 5% (14.47)
5% 0.05 5% (0.05)
Loans classified as FVTPL Comparable transaction and P/E Discounting rate 15% - 20% 1% A one percentage 1% A one percentage
point change in the point change in the
discounting rate used discounting rate used
in fair valuation of in fair valuation of
Level 3 assets docs not Level 3 assets docs not
have a significant have a significant
impact in its value impact in its value
Warrants Comparable transaction and P/E Fair value of underlying investments 5% - 5% -

Debt investments classified at FVTPL Discounted cash flow Expected future cash flows ₹ 376,333 to ₹ 10,004,509 per NCD 5% 143.82 5% (143.82)
Comparable transaction and P/E Fair value per instrument ₹ 10,000 per NCD 5% 3.00 5% (3.00)
Fair value of index Price per debenture ₹ 120,834 to ₹ 164,682 per debenture 5% 0.09 5% (0.09)
Embedded derivatives in market-linked Fair value of index Index levels - 5% (52.38) 5% 52.38
debentures issued (Assets/ liability) (net)
Fair value using Black Scholes model Nifty level ₹ 17,464.75 million 5% 121.50 5% (111.40)
or Monte Carlo approach based on
the embedded derivative Risk-adjusted discount rate 4.50% to 6% 1% 11.90 1% (11.90)
Debt Securities (Liability) Discounted projected cash flow Cash Flow ₹ 118,118.32 million 5,905.92 20.06 (5,905.92) (20.06)
Discount rates 12% 0.50% (4.31) 0.50% 4.31
Land, Flats and Buildings Discounted projected cash flow Cash Flow - 5% - 5% -
Discount rates 12% 50 basis point - 50 basis point -
0.00 indicates amount less than ₹ 0.01 million
F - 200
56.9. Unobservable inputs used in measuring fair value categorised within Level 3 and sensitivity of fair value measurement to change in unobservable market data (Continued)
As at 31 March 2021
Type of Financial Instruments Valuation Techniques Significant Unobservable input Range of estimates for unobservable input Increase in the Change in fair value Decrease in the Change in fair value
unobservable input because of increase in unobservable input because of decrease in
Investments in security receipts Net asset value method NAV per security receipt ₹ 850 to ₹ 987 per security receipt 5% 91.77 5% (91.77)
Discounted projected cash flow Cash Flow ₹ 397,158.71 million 5% 2,254.42 5% (2,251.65)
Discount rates 12% 50 basis point (278.82) 50 basis point 286.70
Investments in units of AIF Net Asset approach Fair value of underlying ₹ 92,370.10 million 5% 412.22 5% (412.22)
investments ₹ 14 to ₹ 230,419 per Unit 5% 234.33 5% (234.33)
NAV per unit ₹ 1,307.98 - ₹ 10,015 5% 0.38 5% (0.38)
₹ 249.80 million 5% 12.49 5% (12.49)
Investments in unquoted equity shares and Comparable transaction and P/E Fair value per share ₹ 1,080 per shares 5% 29.49 5% (29.49)
preference shares categorised at Level 3
₹ 135 to ₹ 209,453 per share 5% 10.48 5% (10.48)

₹ 2 to ₹ 34,418 per share 5% 1.05 5% (1.05)
₹ 209,453 per share 5% 11.06 5% (11.06)
₹ 3,591 per unit 5% 5.37 5% (5.37)
₹ 42.85 per share 5% 58.47 5% (58.47)
₹ 50 to ₹ 209,453 per share 5% 4.13 5% (4.13)
5% 0.05 5% (0.05)
Loans classified as FVTPL Comparable transaction and P/E Discounting rate 15% - 20% 1% A one percentage 1% A one percentage
discounting rate used in discounting rate used in
fair valuation of Level 3 fair valuation of Level 3
assets docs not have a assets docs not have a
significant impact in its significant impact in its
value value
Warrants Comparable transaction and P/E Fair value of underlying investments 5% 5.60 5% (5.60)
Debt investments classified at FVTPL Discounted cash flow Discount rate 17.47% 5% (1.00) 5% 1.00
Expected future cash flows ₹ 1,398,496 per NCD 5% 9.30 5% (9.30)
Fair value per instrument ₹ 9,869,011 per NCD 5% 67.25 5% (67.25)
Fair value per instrument ₹ 10,000 per NCD 5% 2.00 5% (2.00)
Fair value of index Price per debenture ₹ 103,424 to ₹ 108,423 per debenture 5% 2.61 5% (2.61)
Embedded derivatives in market-linked Fair value of index Index levels 5% (56.87) 5% 56.87
debentures issued (Assets/ liability) (net)
Fair value using Black Scholes model Nifty level ₹ 14,690.70 million 5% 77.70 5% (64.30)
or Monte Carlo approach based on
the embedded derivative Risk-adjusted discount rate 4.50% to 6% 1% 17.70 1% (16.60)
Debt Securities (Liability) Discounted projected cash flow Cash Flow ₹ 143,272.94 million 7,163.65 340.15 (7,163.65) (340.15)
Discount rates 12% 0.50% (98.85) 0.50% 101.31
Discount rates 12% 50 basis point - 50 basis point -
F - 201
As at 31-Mar-2020
Type of Financial Instruments Valuation Techniques Significant Unobservable Range of estimates for unobservable Increase in the Change in fair value Decrease in the Change in fair value
input input unobservable input because of increase in unobservable input because of decrease in
Investments in security receipts Net asset value method NAV per security receipt - 5% 0.0025 5% (0.0025)
- - - - -
Cash Flow 524,105.72 5% 3,791.53 5% (3,791.53)
Discounted projected cash flow
Discount rates 12.0% to 21.6% 50 basis point 3,606.56 50 basis point 582.50
Investments in units of AIF Net Asset approach Fair value of underlying 5% 22.19 5% (22.19)
investments
₹ 983 to ₹ 240,319 per unit
₹ 153 to ₹ 240,320 per unit 5% 85.07 5% (85.07)

5% 19.47 5% (19.47)
₹ 1,719.19 million to ₹ 12,035.98 million
NAV per unit ₹ 498.72 5% 1.17 5% (1.17)
₹ 5,779.93 million 5% 244.70 5% (244.70)
- 5% 0.66 5% (0.66)
Investments in unquoted equity Comparable transaction and P/E Fair value per share 5% 8.36 5% (8.36)
shares and preference shares ₹ 5 to ₹ 8,106 per unit
categorised at Level 3
₹ 84 to ₹ 201,509 per share 5% 73.43 5% (73.43)
₹ 1.40 to ₹ 18,117 per share 5% 10.71 5% (10.71)
₹ 166 to ₹ 201,509 per share 5% 30.34 5% (30.34)
₹ 1,020 per share 5% 51.00 5% (51.00)
₹ 7,141 per share 5% 1.85 5% (1.85)
₹ 201,509 per share 5% 1.01 5% (1.01)
- 5% 1.77 5% (1.77)
F - 202
Annexure V
As at 31-Mar-2020
Change in fair value Change in fair value

Significant Unobservable Range of estimates for unobservable Increase in the Decrease in the
Type of Financial Instruments Valuation Techniques because of increase in because of decrease in
input input unobservable input unobservable input
Debt investments classified at FVTPL Comparable transaction and P/E Fair value of the 5% 2.00 5% (2.00)
₹ 10,000 per NCD
instrument
Units of venture fund Net Asset approach Fair value of underlying 5% 5.95 5% (5.95)
₹ 197,289 to ₹ 217,942 per unit
investments
Warrants Comparable transaction and P/E Fair value of underlying 5% 2.63 5% (2.63)
₹ 3.5 per unit of warrants
investments
- 5% 7.63 5% (7.63)
A one percentage A one percentage
discounting rate used discounting rate used
in fair valuation of in fair valuation of
Loans classified as FVTPL Comparable transaction value Discounting rate 15% - 20% 1% 1%
Level 3 assets docs not Level 3 assets docs not
have a significant have a significant
impact in its value impact in its value
Embedded derivatives in market- Fair value using Black Scholes model Nifty levels 5% 11.36 5% (11.36)
linked debentures issued (asset) or Monte Carlo approach based on
₹ 8,597.75 million
(net) the embedded derivative
0.05 5% 1.99 5% (1.99)

- 5% 28.19 5% (28.19)
Discount rates 4.5 to 10% 5% (4.05) 5% 4.05
Embedded derivatives in market- Fair value using Black Scholes model Index levels 5% 0.89 5% (0.89)
linked debentures issued (liability) or Monte Carlo approach based on
₹ 8,597.75 million
(net) the embedded derivative
- 5% - 5% -
Discount rates 4.5 to 10% 5% (0.30) 5% 0.30
Non-convertible debentures issued Discounted projected cash flow Expected gross recoveries 5% 468.93 5% (468.93)
168,797.22
₹ 12,74,436 per NCD 5% 8.48 5% (8.48)
Discount rates 12% - 17.34% 5% (123.50) 5% 123.50
Discount rates 0.12 50 basis point - 50 basis point -
F - 203
57. Risk Management (FY 2021-22)
57.1. Introduction and risk profile
The Edelweiss Group ("The Group") provides a broad range of financial products and services to a substantial and diversified client base that includes corporations, institutions and
individuals. The Group's products and services span multiple asset classes and consumer segments across domestic and global geographies. The Group's key lines of business can
broadly be classified as below
o Capital
o Agency
o Insurance (Life and General)

o Asset reconstruction
o Treasury
The Group's diversified businesses act as an inherent risk management mechanism from an overall perspective. However, the prevailing market environment and ongoing
operations expose the Group to various risks like credit, market, liquidity, compliance, technology amongst others. As the Group is regulated, the presence of various regulators in
the financial industry - from RBI to NHB to SEBI to IRDA also exposes it to regulatory and reputation risks.
57.2. Risk management strategy:
1. Three-tiered risk management structure to manage and oversee risks
3. Risk Management framework to ensure each risk the Group is exposed to is given due importance and managed through a well-defined framework and guidelines
4. Standard Operating Procedures and Product approval framework to ensure risks are mitigated at operational level
57.3. Risk management structure
To support the risk strategy and ensure effective risk management, the Group has a "Three-tiered risk management structure" to ensure that there are enough defences are
available to control all types of risk issues. The risk structure is enumerated below:
1. Three lines of defense - for accountability, oversight, and assurance
o Respective Businesses - the first line of defence; they own and manage risks and are responsible for implementation of the risk management framework
o Business Risk teams - the second line of defence; they are responsible for overseeing risk events and defining the risk management framework
o Internal audit - the third line of defence; they provide independent assurance of risk management framework implementation
2. Board and Executive level Committees - for overseeing the risk management. The current Risk Management Committees are
o Board Risk Committee
o Investment and Credit Committees
The Board Risk Committee is the overseeing body for Risk Management. The Committee meets at regular intervals to review the risk profile of the Company.
The Investment and Credit Committee serve as the nodal bodies for all credit related decisions. Respective businesses have formulated its own Investment and Credit Committees
depending upon the scale of the exposure.
Risk management framework
The businesses in the Group have a Risk Framework, which describes the risk management approach and provides clear accountability for managing risk considered appropriate
for the Business. The framework is subject to continuous evaluation based on existing internal as well external environment.
The current risk framework covers :
o Business Risk
o Credit Risk
o Market Risk
o Liquidity Risk
o Regulatory Risk
o Reputation Risk
o Technology Risk
o Operational and Process Risk
o Fraud Risk
o People Risk
o Physical and Infrastructure Risk
F - 204
Annexure V
57.3. Risk management structure (Continued) :
The Businesses in the Group use different types of tools and techniques for mitigating risk, depending upon the type of risk and quantum. For example:
o Financial risks are mitigated through counterparty and client assessment before any exposure is taken, and defined product/program level risk limits to ensure exposure
does not exceed risk appetite. The Committee based approval mechanism is adopted to ensure that high exposures are approved with adequate representation and that
there is no bias in approvals.
o Non-financial risks viz technology, operational, fraud, etc are mitigated through process documentation defining clear ownership for each activity, having adequate
system/process level controls like maker-checker, reconciliation, testing and reviews.
o Enterprise level risks viz. reputation, compliance, regulatory, etc are controlled through policies and framework, educating employees through training and risk
socialisation sessions.
57.4. Risk management framework of General Insurance ("EGICL")
Governance framework
The core of the EGICL risk philosophy lies in the identification, measurement, monitoring and management of risk. EGCIL believe risk management is a continuous, vital process
that is an inalienable part of EGICL DNA. The Governance structure can thus be seen from three focal points:
1. The Business Users would form the First Line of defence. First Line of defence would ensure that risk and control environment is established into their day to day activities.
This line of defence would also:

A. Implement proactive and reactive risk management tools in their processes
B. Review their processes for adequacy of effectiveness of controls
C. Report on the level of the risks and effectiveness of controls to the second line of defence on periodic basis
D. Respond to Regulatory/ Operational/ Business changes quickly and keep the second line of defence informed on the developments.
2. Risk Management, and Compliance team forms part of the Second Line of Defence. The second line of defence is oversight function and would provide direction and
guidance to the first line of defence for implementation of EGICL's Board driven policies. Second line of defence would also monitor implementation efficiency of these
policies and provide overall oversight to the business processes and risks.
3. Independent consultants/assurance providers like internal auditors, external auditors, statutory auditors, regulatory auditors etc. forms third line of defence and provides
independent assurance. consultants/assurance providers will have direct access to the Board of EGICL. The Statutory and Regulatory auditors would have independence as
per Statutory and Regulatory assurance framework of the country.
The Insurance Regulatory and Development Authority (IRDAI) vide its circular number IRDA/F&A/GDL/CG/100/05/2016 dated 18 May 2016 has issued Guidelines on Corporate
Governance for the Insurance Sector. Basis the circular, the following committees form part of the overall risk governance framework:
o Risk Management Committee

o Audit Committee
o Investment Committee
o Policyholder protection Committee
The Risk Management Committee is responsible for periodic review of the risk management process to ensure that the process initiatives are aligned to the desired objectives.
EGICL has Chief Risk Officer who is responsible for the implementation and monitoring of the framework. Further, the key policies adopted under the Risk Framework are as under:
o Underwriting Policy
o Investment Policy
o Asset Liability Management Policy
o Reinsurance Program
o Information Security Policy
o Outsourcing Policy
o Anti Fraud Policy

o Financial authority Matrix
Regulatory framework
Regulators are primarily interested in protecting the rights of policyholders and monitor them closely to ensure that the EGICL is satisfactorily managing affairs for their benefit. At
the same time, regulators are also interested in ensuring that EGICL maintains an appropriate solvency position to meet unforeseeable liabilities arising from economic shocks or
natural disasters. The operations of EGICL are subject to regulatory requirement within the jurisdiction it operates.
Asset liability management (ALM) framework
The ALM policy adopted by EGICL helps in:
o Understanding all risks requiring the coordination of assets and liabilities
o Quantify interest rate risks and equity risks
o Quantify the extent of mismatch between the assets and liabilities and thereby prescribe appropriate measures to bridge the gap
Asset Valuation:
The analysis is carried out at an LOB level as per the IRDAI guidelines. If reserves held under any line of business fall below 5% of the total reserves as at the given valuation date
the corresponding line of business is excluded for the ALM exercise.
F - 205
Annexure V
57.4. Risk management framework of General Insurance ("EGICL") (Continued)
Liability profiling:
The technical reserves consist of:
1. Unearned Premium Reserves (UPR)
2. Premium Deficiency Reserve (PDR)
3. Incurred But Not Reported (IBNR) reserves
4. Outstanding claims reserves
UPR and PDR can be apportioned basis the policy term outstanding. Outstanding claims reserves and IBNR will be apportioned basis the expected reserve utilisation. Where data is
available the reserving techniques like Chain Ladder method can provide significant inputs on the development profile for the claims. Where data is not available, industry
benchmarks or assumptions related to the claims profile will be made to arrive at the suitable run off pattern for the liabilities. The emerging claims experience will be periodically
reviewed by the actuarial department to take into account any changes in the same.
Insurance risk
The principal risk, EGICL faces under insurance contracts, is that the actual claims payments or the timing thereof differ from expectations. This is influenced by the frequency of
claims, severity of claims, actual benefits paid and subsequent development of long-term claims. Therefore, the objective of EGICL is to ensure that sufficient reserves are available
to cover these liabilities.
EGICL has developed a risk strategy to manage the risks appropriately. EGICL's risk management strategy is to establish measures and controls which will assist in prevention,
detection and management of risks for strong risk management system. Such risk management system will identify risk at macro as well as micro level on ongoing basis.
The risk identification, assessment and evaluation activity is followed by defining appropriate action items for ensuring effective management of the risks. EGICL mitigates the risks
by careful section of the underwriting strategy, reinsure a part of the risk with various reinsurers, diversification of all insurance contracts and acquiring business from all parts of
the Country.
The main Insurance Risks that EGICL is exposed to are as follows:
I. Product Pricing Risk: The loss ratios are assumed at the time of pricing the product. There is a risk of not pricing the products adequately due to model error/ data selection
or biases / lack of relevant data or inadequate underwriting assumptions leading to losses greater than anticipated.
II. Fraud Risk - Excessive, invalid, duplicate or fraudulent claims
III. Reinsurance Risk - EGICL enters into reinsurance agreements in order to mitigate insurance Risk. However, this leads to default Risk from the reinsurer at the time of claim
payment or also concentration risk if all the Risk is insured to one reinsurer.
IV. Investment Risk - Risk of loss arising from actual returns being different than expected. Credit risk due to investee enterprise defaulting on its debt payments.
V. Expense Risk - Risk of loss arising from expense experience being different than expected
VI. Concentration Risk - EGICL faces concentration Risk by selling business to specific geography or by writing only single line business etc.
Control Measures:
EGICL has set up Risk Management framework to continuously monitor EGICL's experience with regard to parameters like loss ratios and investment returns. The underwriting
team, with actuarial guidance, has set in place processes and procedures to review proposal.
EGICL has entered into a separate agreement with reinsurers to cover the catastrophic risks to hedge against catastrophic events leading to higher than expected claim payouts.
EGICL has been taking efforts so as to mitigate concentration risk through diversification. However, EGICL may still be exposed to channel concentration risk. The EGICL business is
spread across various key states in India to minimise any geographical concentration, accordingly, it also insulates EGICL from impact of catastrophic risk.
F - 206
Annexure V
57.5. Risk management framework of Life Insurance business ("ETLIFE")
a. Governance framework
The primary objective of the ETLIFE's risk and financial management framework is to protect the ETLIFE's shareholders as well as policyholders from events that hinder the
sustainable achievement of financial performance objectives, including failing to exploit opportunities.
ETLIFE has an effective Risk Management Framework in place which provides for risk identification, risk assessment and evaluation, monitoring, tracking and feedback mechanism
framework to identify, evaluate business risks and opportunities.
ETLIFE has a risk balancing approach and follows the process of risk evaluation, monitoring and control. ETLIFE has structured and uniform method of risk monitoring and control
through the Risk and Control Self- Assessment (RCSA) Framework.
ETLIFE continuously reviews its risk exposures and takes measures to limit it to acceptable levels. The Board of Directors has overall responsibility for the establishment and
oversight of ETLIFE’s risk management framework. This is supplemented with the clear organizational structure and documented delegated authorities and responsibilities from
the board of directors to various executive management committees.
b. Capital management objectives, policies and approach
The primary source of capital used by ETLIFE is Equity. ETLIFE’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The capital requirements are routinely forecast on a periodic basis and assessed against both the forecast available capital and the expected
internal rate of return, including risk and sensitivity analysis. The process is ultimately subject to approval by the Board.
ETLIFE has established the following capital management objectives, policies and approach to managing the risks that affect its capital position:
• To comply with the insurance capital requirements that the IRDAI require. In this respect, the IRDAI has prescribed minimum solvency ratio of 150% (refer note on Capital
Management for solvency ratio);
• To maintain the required level of stability of ETLIFE, thereby providing a degree of security to policyholders
• To allocate capital efficiently and support the development of business by ensuring that returns on capital employed meet the requirements of its capital providers and
shareholders.
• To retain financial flexibility by maintaining strong liquidity and access to a range of capital markets
• To align the profile of assets and liabilities, taking account of risks inherent in the business
• To maintain financial strength to support new business growth and to satisfy the requirements of the policyholders, regulators and stakeholders
• To maintain strong credit ratings and healthy capital ratios in order to support its business objectives and maximise shareholders value
In reporting, financial strength, capital and solvency are measured using the rules prescribed by the Insurance Regulatory Authority of India (IRDAI). These regulatory capital tests
are based upon required levels of solvency, capital and a series of prudent assumptions in respect of the type of business written. ETLIFE’s Capital Management Policy for its
business is to hold sufficient capital to cover the statutory requirements based on the IRDAI directives and maintain a health solvency ratio.
c. Regulatory framework
Regulators are primarily interested in protecting the rights of policyholders and monitor them closely to ensure that the ETLIFE is satisfactorily managing affairs for the benefits of
policyholders. At the same time, regulators are also interested in ensuring that ETLIFE maintains an appropriate solvency position to meet unforeseeable liabilities arising from
economic shocks or natural disasters. The operations of ETLIFE are subject to regulatory requirement within the jurisdiction it operates.
d. Asset liability management (ALM) framework

Financial risks arise from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements. The main risk that
ETLIFE faces, due to the nature of its investments and liabilities, is interest rate risk. ETLIFE manages these positions within an ALM framework that has been developed to achieve
long-term investment returns in excess of its obligations under insurance and investment contracts. The principal technique of ETLIFE's ALM is to match assets to the liabilities
arising from insurance and investment contracts by reference to the type of benefits payable to contract holders. For each distinct category of liabilities, a separate portfolio of
assets is maintained.
ETLIFE’s ALM is:

• Integrated with the management of the financial risks associated with ETLIFE’s other financial assets and liabilities not directly associated with insurance and investment
contracts.
• As an integral part of the insurance risk management policy, to ensure in each period sufficient cash flow is available to meet liabilities arising from insurance and investment
contracts.
ETLIFE undertakes Asset Liability Management to reduce interest rate risk. The Company uses expected future cashflows from already written policies and investments to assess
the interest rate risk.
The ETLIFE enters into interest rate derivative contracts, solely to hedge the residual interest rate risk.
The Derivatives are financial instruments which attempt to mimic the economic performance of an underlying asset, security or portfolio. Interest rate derivatives include forward
rate agreement, interest rate futures and Interest rate swaps.
ETLIFE uses Forward Rate agreements and Interest rate futures to minimise the exposure to fluctuations in interest rates on plan assets and liabilities. ETLIFE has a Board approved
Derivative policy covering strategic objectives, limits, regulatory and operational framework. It underscores risks inherent in a derivative contract along with a system for
measurement and accounting in order to have effective monitoring and control.
Hedge effectiveness is determined based on the principles laid down in the Guidance note on Derivatives issued by The Institute of Chartered Accountants of India and relevant
applicable Ind-AS. ETLIFE uses regression analysis to determine Hedge effectiveness. If the hedge is ineffective, then the movement in the Fair Value is charged to the Profit and
Loss Account. However, if the hedge is effective, further the effective and ineffective portion of the movement in the Fair Value of the Underlying and the derivative instrument is
determined by the currency Offset method. The effective portion is transferred to ‘Fair Value change’ account in Balance Sheet and Ineffective portion is transferred to Profit and
Loss account.
a. Insurance risk
ETLIFE’s lines of business are Participating Life (Individual), Non-Participating Life (Individual and Company) and Unit Linked Life (Individual and Company). ETLIFE has presence in
Non-Participating Health (Individual), Non-participating Non-linked Variable Insurance (Company), Participating Pension (Individual), Unit Linked Pension (Individual) and Non-
Participating Annuity (Individual) business as well. By nature of the business, ETLIFE underwrites risks and provides financial protection. In doing so, ETLIFE is exposed to various
risks.
The principal risk, ETLIFE faces under insurance contracts, is that the actual claims and benefit payments or the timing thereof differ from expectations. This is influenced by the
frequency of claims, severity of claims, actual benefits paid and subsequent development of long–term claims. Therefore, the objective of ETLIFE is to ensure that sufficient
reserves are available to cover these liabilities.
ETLIFE has developed a risk strategy to manage the risks appropriately. ETLIFE’s risk management strategy is to establish measures and controls which will assist in prevention,
detection and management of risks for strong risk management system. Such risk management system will identify risk at macro as well as micro level on ongoing basis.
The risk identification, assessment and evaluation activity is followed by defining appropriate action items for ensuring effective management of the risks. An action item for all the
high risks is defined with clear owners and timelines. ETLIFE mitigates the risks by careful section of the underwriting strategy, reinsure a part of the risk with various reinsurers,
diversification of all insurance contracts and acquiring business from all parts of the Country.
F - 207
Annexure V
57.5. Risk management framework of Life Insurance business ("ETLIFE") (Continued) :
b. Life Insurance Contracts and Investment Contracts with and without Discretionary Participation Features:
Ind AS 104 ‘Insurance Contracts’ requires ETLIFE to separate the Financial Instruments (investment contracts) from insurance contracts under specified conditions.
Insurance contracts are those contracts where ETLIFE has accepted significant insurance risk from the policyholders by agreeing to compensate the policyholders if a specified
uncertain future event (the insured event) adversely affects the policyholders. Insurance and investment contracts are further classified as being either with or without DPF. DPF is
a contractual right to receive, as a supplement to guaranteed benefits, additional benefits that are likely to be a significant portion of the total contractual benefits.
As a general guideline by IRDAI, ETLIFE classifies contract under insurance contract and investment contracts with DPF, if the benefit payable on death is higher by at least 5% of
the premium at any time during the life of the contract for other than unit linked products.
All other contracts are classified under Investment Contracts.
Once a contract has been classified as an insurance contract, it remains an insurance contract for the remainder of its lifetime, even if the insurance risk reduces significantly
during this period, unless all rights and obligations are extinguished or expire.
Investment contracts, however, can be reclassified as insurance contracts after inception if insurance risk becomes significant.
c. The main Insurance Risks that ETLIFE is exposed to are as follows:

i. Persistency Risk - Risk of loss arising due to policyholder experiences (lapses and surrenders) being different than expected
ii. Mortality Risk - Risk of loss arising due to policyholder mortality experience being different than expected
iii. Investment Risk - Risk of loss arising from actual returns being different than expected
iv. Expense Risk - Risk of loss arising from expense experience being different than expected
v. Reinsurance Risk – ETLIFE enters into reinsurance agreements in order to mitigate insurance Risk. However, this leads to default Risk from the reinsurer at the time of claim
payment or also concentration risk if all the Risk is insured to one reinsurer.
vi. Concentration Risk - ETLIFE faces concentration Risk by selling business to specific geography or by writing only single line business etc.
Control Measures:
ETLIFE has set up Risk Management framework to continuously monitor the ETLIFE’s experience with regard to parameters like policy lapses, premium persistency, maintenance
expenses and investment returns. The underwriting team, with actuarial guidance, has set in place processes and procedures to review proposal. Further, the possible financial
effect of adverse mortality and morbidity experience has been reduced by entering into re-insurance agreements with multiple re-insurers. ETLIFE has entered into a separate
agreement with reinsurers to cover the catastrophic risks under Individual and Group business to hedge against catastrophic events leading to higher than expected claim payouts.
ETLIFE has been taking efforts so as to mitigate concentration risk through diversification however ETLIFE may still be exposed to channel concentration risk as company is in 12th
year of operation and all the channels are not yet fully developed. ETLIFE has been acquiring business from all the parts of India and thus has little geographical concentration. It
also insulates ETLIFE from impact of catastrophic risk. ETLIFE has a Board approved Risk Management Policy covering underwriting, claims and reserving for policy liabilities. ETLIFE
has a detailed claims processing manual in place.
The large claims are referred to ETLIFE’s Claims Committee.
Operational risks:
Operational risk is the risk of loss arising from system failure, human error, fraud or external events. When controls fail to perform, operational risks can cause damage to
reputation, have legal or regulatory implications or can lead to financial loss. The ETLIFE, cannot expect to eliminate all operational risks, but by initiating a rigorous control
framework and by monitoring and responding to potential risks, the ETLIFE is able to manage the risks. Controls include effective segregation of duties, access controls,
authorisation and reconciliation procedures, staff education and assessment processes, including the use of internal audit. Business risks such as changes in environment,
technology and the industry are monitored through the ETLIFE’s strategic planning and budgeting process. Operational risk: A risk arising from this category is resultant of
inadequate or failed internal processes and controls, poor corporate governance or from external events such as sudden disasters crippling the operations of the ETLIFE.
Operational risks within the Company are categorized into 6 (six) types namely:
• Fraud
• Execution, delivery and process management
• Business disruption and system failures
• Clients, products and business practices
• Damage to physical assets
• Employment practices and workplace safety
Risk control and mitigation plan forms important part of the risk management processes within the ETLIFE . The ETLIFE's management ensures oversight on the risks by reviewing
data, processes and by performing model checks at regular frequencies. The Operational risk impact within the ETLIFE is rated basis frequency and severity matrix. Frequency and
severity matrix is further utilized for evaluation of the risk which in turn helps in prioritization. The ETLIFE , to ensures that complete data is being processed, reconciles number of
policies, premium and sum assured. The same is done by comparing Data Conversion System (DCS) output and on-off movement data as obtained from policy administration
system. The risk management team conducts an independent root cause analysis of operational risk incidents. Root cause analysis is followed by actual and potential risk exposure
assessment. The root cause analysis helps to identify inadequacies in the control measures for known risks or identify new risks which need to be addressed. The resultant learning
is then used to improve processes systematically.
57.6. Excessive risk concentration
The relevant businesses in the Group have diversified business model acts as an inherent mechanism to avoid excessive concentrations of risk.
Single and Group level borrower limits for wholesale lending and program level limits for retail lending have been defined as a proactive risk measure to avoid excess credit
concentration. The relevant businesses in the Group monitor these limits as part of its regular monitoring activity. Additionally, the risk team of relevant businesses in the Group
also keep track of Group, Industry, Collateral, Geography level exposure concentrations. These concentrations are periodically by the relevant businesses in the Group and also
discussed in the Credit Committee, so as to avoid further exposures or reduce exposures to sector/industry/group/geography under stress.
F - 208
Notes to the Reformatted Ind AS Consolidated Financial Information (Continued)
Annexure V
57. Risk Management (FY 2020-21 & FY 2019-20 )
57.1. Introduction and risk profile
The Edelweiss Group ("The Group") provides a broad range of financial products and services to a substantial and diversified client base that includes corporations,
institutions and individuals. The Group's products and services span multiple asset classes and consumer segments across domestic and global geographies. The Group's
key lines of business can broadly be classified as below
o Credit (Retail Credit, Corporate Credit and Distressed Credit)
o Franchise & Advisory (Wealth Management, Asset Management and Capital Markets)
o Insurance (Life and General)
o Asset reconstruction
o Treasury
The Group's diversified businesses acts as an inherent risk management mechanism. However, the prevailing market environment exposes the Group to various risks like
credit, market, liquidity, compliance, technology amongst others. As the Group is regulated various regulators in the financial industry - from RBI to NHB to SEBI to IRDA, it
also exposes it to regulatory and reputation risks.
57.2. Risk management strategy:
1. Four-tiered risk management structure to manage and oversee risks
3. Risk Management framework to ensure each risk the Group is exposed to is given due importance and managed through a well-defined framework and guidelines
4. Defined exposure limits and thresholds for businesses to operate
5. Well-defined Standard Operating Procedures and Product approval framework to ensure risks are mitigated at operational level
57.3. Risk management structure
To support the risk strategy and effective risk management, the Group have the "Four-tiered risk management structure" to ensure that there are enough defences
available to control all types of risk issues. The risk structure is enumerated below
1. Three lines of defense - for accountability, oversight, and assurance
o Respective Businesses and Business Risk teams - the first line of defense own and manage the risks and are responsible for implementation of the risk
management framework
o Group risk - the second line of defense and is responsible for overseeing the risk and defining the risk management framework
o Corporate Controller and audit - the third line of defense to provide independent assurance of risk management framework implementation
2. Board and Executive level Committees - for overseeing the risk management. The current Risk Management Committees are
o Board Risk Committee
o Global Risk Committee
o Enterprise Risk Management Council
o Investment and Credit Committees
The Board Risk Committee is the overseeing body for Risk Management at the Group level. The Committee meets on regular interval to review the risk profile of the
Company.
The Enterprise Risk Management (ERM) Council and the Global Risk Committee serve as the Apex Risk bodies of the Group. The constituents include Chairman & CEO,
Executive Directors and Group Heads of Finance, Compliance, Technology, Risk, Corporate Services as its core members. The Committee meets regularly to identify,
evaluate and mitigate potential extreme risks and take risk management decisions in relation to strategic matters
The Investment and Credit Committee serve as the Apex bodies of the Group for all credit related decisions. Respective businesses has formulated its own Investment and
Credit Committees depending upon the exposure scale.
Risk management framework
The Group has a Risk Framework, which describes the risk management approach and provides clear accountability for managing risk across the Group. The framework is
subject to continuous evaluation based on existing internal as well external environment.
The current "Eleven risk framework" covers the following vectors of risks
o Business Risk
o Credit Risk
o Market Risk
o Liquidity Risk
o Regulatory Risk
o Reputation Risk
o Technology Risk
o Operational and Process Risk
o Fraud Risk
F - 209
Annexure V
o People Risk
o Physical and Infrastructure Risk
The Group uses different types of tools and techniques for mitigating risk, depending upon the type of risk and quantum. For example:
o Financial risks are mitigated through thorough counterparty, client assessment before any exposure is taken, and defined product/program level risk limits to
ensure exposure does not exceed risk appetite. Committee based approval mechanism is adopted to ensure high exposures are approved with adequate
representation and there is no bias in approvals.
o Non-financial risks viz technology, operational, fraud, etc are mitigated through process documentation defining clear ownership for each activity, having
adequate system/process level controls like maker-checker, reconciliation, testing and reviews.
o Enterprise level risks viz. reputation, compliance, regulatory, etc are controlled through policies and framework, educating employees through training and risk
socialisation sessions.
57.4. Risk management framework of General Insurance ("EGICL")
Governance framework
The core of EGICL risk philosophy lies in the identification, measurement, monitoring and management of risk. We believe that enough is never enough when it comes to
risk management: for us, it is a continuous, vital process that is an inalienable part of EGICL DNA.
Risk is therefore directly overseen at all levels in EGICL. The Governance structure can thus be seen from three focal points:
1. The Business Users would form the First Line of defence. First Line of defense would ensure that risk and control environment is established into their day to day
activities. This line of defense would also:
A. Implement proactive and reactive risk management tools in their processes
B. Review their processes for adequacy of effectiveness of controls
C. Report on the level of the risks and effectiveness of controls to the second line of defense on periodic basis
D. Respond to Regulatory/ Operational/ Business changes quickly and keep the second line of defense informed on the developments.
2. Risk Management, and Compliance team forms part of the Second Line of Defense. The second line of defense is oversight function and would provide direction
and guidance to the first line of defense for implementation of EGICL's Board driven policies. Second line of defense would also monitor implementation efficiency
of these policies and provide overall oversight to the business processes and risks.
3. Independent assurance providers like internal auditors, external auditors, statutory auditors, regulatory auditors etc. forms third line of defense and provides
independent assurance. Independent assurance function will have direct access to the Board of EGICL. Statutory and Regulatory auditors would have
independence as per Statutory and Regulatory assurance framework of the country.
The Insurance Regulatory and Development Authority (IRDAI) vide its circular number IRDA/F&A/GDL/CG/100/05/2016 dated 18 May 2016 has issued Guidelines on
Corporate Governance for the Insurance Sector. Basis the circular, the following committees form part of the overall risk governance framework:
o Risk Management Committee

o Audit Committee
o Investment Committee
o Policyholder protection Committee
The Risk Management Committee is responsible for periodic review of the risk management process to ensure that the process initiatives are aligned to the desired
objectives. EGICL has Chief Risk Officer who is responsible for the implementation and monitoring of the framework. Further, the key policies adopted under the Risk
Framework are as under:
o Underwriting Policy
o Investment Policy
o Asset Liability Management Policy
o Reinsurance Program
o Information Security Policy
o Outsourcing Policy
o Fraud Risk Management Policy

o Financial authority Matrix
Regulatory framework
Regulators are primarily interested in protecting the rights of policyholders and monitor them closely to ensure that the EGICL is satisfactorily managing affairs for their
benefit. At the same time, regulators are also interested in ensuring that EGICL maintains an appropriate solvency position to meet unforeseeable liabilities arising from
economic shocks or natural disasters. The operations of EGICL are subject to regulatory requirement within the jurisdiction it operates.
Asset liability management (ALM) framework
The ALM policy adopted by EGICL helps in:
o Understanding all risks requiring the coordination of assets and liabilities
o Quantify interest rate risks and equity risks
o Quantify the solvency position under various stresses in terms of fall in equity markets, changes in interest rates, change in new business mix and volumes,
increase/decrease in loss ratios and expense ratios and other risks as deemed fit.
o Quantify the extent of mismatch between the assets and liabilities and thereby prescribe appropriate measures to bridge the gap
Granularity of the exercise:
The analysis is carried out at an LOB level as per the IRDAI guidelines. If reserves held under any line of business fall below 5% of the total reserves as at the given
valuation date the corresponding line of business is excluded for the ALM exercise.
F - 210
Annexure V
Asset Valuation:
Asset valuation and bucketing of assets basis the duration will be as per Ind AS and IRDAI regulations. Assets will be allocated to different lines of in proportion the net
technical reserves for that line of business.
57.4. Risk management framework of General Insurance ("EGICL") (Continued)
Liability profiling:
The technical reserves consist of:
1. Unearned Premium Reserves (UPR)
2. Premium Deficiency Reserve (PDR)
3. Incurred But Not Reported (IBNR) reserves
4. Outstanding claims reserves
UPR and PDR can be apportioned basis the policy term outstanding. Outstanding claims reserves and IBNR will be apportioned basis the expected reserve utilisation.
Where data is available the reserving techniques like Chain Ladder method can provide significant inputs on the development profile for the claims. Where data is not
available, industry benchmarks or assumptions related to the claims profile will be made to arrive at the suitable run off pattern for the liabilities. The emerging claims
experience will be periodically reviewed by the actuarial department to take into account any changes in the same.
Insurance risk
The principal risk, EGICL faces under insurance contracts, is that the actual claims payments or the timing thereof differ from expectations. This is influenced by the
frequency of claims, severity of claims, actual benefits paid and subsequent development of long-term claims. Therefore, the objective of EGICL is to ensure that sufficient
reserves are available to cover these liabilities.
EGICL has developed a risk strategy to manage the risks appropriately. EGICL's risk management strategy is to establish measures and controls which will assist in
prevention, detection and management of risks for strong risk management system. Such risk management system will identify risk at macro as well as micro level on
ongoing basis.
The risk identification, assessment and evaluation activity is followed by defining appropriate action items for ensuring effective management of the risks. EGICL mitigates
the risks by careful section of the underwriting strategy, reinsure a part of the risk with various reinsurers, diversification of all insurance contracts and acquiring business
from all parts of the Country.
The main Insurance Risks that EGICL is exposed to are as follows:
I. Product Pricing Risk: The loss ratios are assumed at the time of pricing the product. There is a risk of not pricing the products adequately due to model error/ data
selection or biases / lack of relevant data or inadequate underwriting assumptions leading to losses greater than anticipated.
II. Fraud Risk - Excessive, invalid, duplicate or fraudulent claims
III. Reinsurance Risk - EGICL enters into reinsurance agreements in order to mitigate insurance Risk. However, this leads to default Risk from the reinsurer at the time
of claim payment or also concentration risk if all the Risk is insured to one reinsurer.
IV. Investment Risk - Risk of loss arising from actual returns being different than expected. Credit risk due to investee enterprise defaulting on its debt payments
V. Expense Risk - Risk of loss arising from expense experience being different than expected
VI. Concentration Risk - EGICL faces concentration Risk by selling business to specific geography or by writing only single line business etc.
Control Measures:
EGICL has set up Risk Management framework to continuously monitor EGICL's experience with regard to parameters like loss ratios and investment returns. The
underwriting team, with actuarial guidance, has set in place processes and procedures to review proposal.
EGICL has entered into a separate agreement with reinsurers to cover the catastrophic risks to hedge against catastrophic events leading to higher than expected claim
payouts.
EGICL has been taking efforts so as to mitigate concentration risk through diversification however EGICL may still be exposed to channel concentration risk as EGICL
channels are not yet fully developed. EGICL has been acquiring business from all the parts of India and thus has little geographical concentration. It also insulates EGICL
from impact of catastrophic risk.
57.5. Risk management framework of Life Insurance business ("ETLIFE")
a. Governance framework
The primary objective of the ETLIFE's risk and financial management framework is to protect the ETLIFE's shareholders as well as policyholders from events that hinder the
sustainable achievement of financial performance objectives, including failing to exploit opportunities.
ETLIFE has an effective Risk Management Framework in place which provides for risk identification, risk assessment and evaluation, monitoring, tracking and feedback
mechanism framework to identify, evaluate business risks and opportunities.
ETLIFE has a risk balancing approach and follows the process of risk evaluation, monitoring and control. ETLIFE has structured and uniform method of risk monitoring and
control through the Risk and Control Self- Assessment (RCSA) Framework.
ETLIFE continuously reviews its risk exposures and takes measures to limit it to acceptable levels. The Board of Directors has overall responsibility for the establishment
and oversight of ETLIFE’s risk management framework. This is supplemented with the clear organisational structure and documented delegated authorities and
responsibilities from the board of directors to various executive management committees.
F - 211
Annexure V
57.5. Risk management framework of Life Insurance business ("ETLIFE") (Continued)
b. Capital management objectives, policies and approach

The primary source of capital used by ETLIFE is Equity. ETLIFE’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The capital requirements are routinely forecast on a periodic basis and assessed against both the forecast available capital
and the expected internal rate of return, including risk and sensitivity analysis. The process is ultimately subject to approval by the Board.
ETLIFE has established the following capital management objectives, policies and approach to managing the risks that affect its capital position:
• To comply with the insurance capital requirements that the IRDAI require. In this respect, the IRDAI has prescribed minimum solvency ratio of 150% (refer note on
Capital Management for solvency ratio);
• To maintain the required level of stability of ETLIFE, thereby providing a degree of security to policyholders
• To allocate capital efficiently and support the development of business by ensuring that returns on capital employed meet the requirements of its capital providers and
shareholders.
• To retain financial flexibility by maintaining strong liquidity and access to a range of capital markets
• To align the profile of assets and liabilities, taking account of risks inherent in the business
• To maintain financial strength to support new business growth and to satisfy the requirements of the policyholders, regulators and stakeholders
• To maintain strong credit ratings and healthy capital ratios in order to support its business objectives and maximise shareholders value
In reporting, financial strength, capital and solvency are measured using the rules prescribed by the Insurance Regulatory Authority of India (IRDAI). These regulatory
capital tests are based upon required levels of solvency, capital and a series of prudent assumptions in respect of the type of business written. ETLIFE’s Capital
Management Policy for its business is to hold sufficient capital to cover the statutory requirements based on the IRDAI directives and maintain a health solvency ratio.
c. Regulatory framework
Regulators are primarily interested in protecting the rights of policyholders and monitor them closely to ensure that the ETLIFE is satisfactorily managing affairs for their
benefit. At the same time, regulators are also interested in ensuring that ETLIFE maintains an appropriate solvency position to meet unforeseeable liabilities arising from
economic shocks or natural disasters. The operations of ETLIFE are subject to regulatory requirement within the jurisdiction it operates.
d. Asset liability management (ALM) framework

Financial risks arise from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements. The main risk
that ETLIFE faces, due to the nature of its investments and liabilities, is interest rate risk. ETLIFE manages these positions within an ALM framework that has been
developed to achieve long-term investment returns in excess of its obligations under insurance and investment contracts. The principal technique of ETLIFE's ALM is to
match assets to the liabilities arising from insurance and investment contracts by reference to the type of benefits payable to contract holders. For each distinct category
of liabilities, a separate portfolio of assets is maintained.
ETLIFE’s ALM is:

• Integrated with the management of the financial risks associated with ETLIFE’s other financial assets and liabilities not directly associated with insurance and investment
liabilities/
• As an integral part of the insurance risk management policy, to ensure in each period sufficient cash flow is available to meet liabilities arising from insurance and
investment contracts.
ETLIFE undertakes Asset Liability Management to reduce interest rate risk. The company uses expected future cashflows from already written policies and investments to
assess the interest rate risk. The ETLIFE enters into interest rate derivative contracts, solely to hedge the residual interest rate risk. Derivatives are financial instruments
which attempt to mimic the economic performance of an underlying asset, security or portfolio. Interest rate derivatives include forward rate agreement, interest rate
futures and Interest rate swaps.
ETLIFE uses Forward Rate agreements and Interest rate futures to minimise the exposure to fluctuations in interest rates on plan assets and liabilities. ETLIFE has a Board
approved Derivative policy covering strategic objectives, limits, regulatory and operational framework. It underscores risks inherent in a derivative contract along with a
system for measurement and accounting in order to have effective monitoring and control.
Hedge effectiveness is determined based on the principles laid down in the Guidance note on Derivatives issued by The Institute of Chartered Accountants of India. ETLIFE
uses regression analysis to determine Hedge effectiveness. If the hedge is ineffective, then the movement in the Fair Value is charged to the Profit and Loss Account.
However, if the hedge is effective, further the effective and ineffective portion of the movement in the Fair Value of the Underlying and the derivative instrument is
determined by the Dollar Offset method. The effective portion is transferred to ‘Fair Value change’ account in reformatted Ind AS statement of assets and liabilities and
Ineffective portion is transferred to reformatted Ind AS statement of Profit and Loss account.
a. Insurance risk
ETLIFE’s main lines of business are Participating Life (Individual), Non-Participating Life (Individual and Company) and Unit Linked Life (Individual and Company). ETLIFE has
presence in Non-Participating Health (Individual), Non-participating Non-linked Variable Insurance (Company), Participating Pension (Individual), Unit Linked Pension
(Individual) and Non-Participating Annuity (Individual) business as well. By nature of the business, ETLIFE underwrites risks and provides financial protection. In doing so,
ETLIFE is exposed to various risks.
The principal risk, ETLIFE faces under insurance contracts, is that the actual claims and benefit payments or the timing thereof differ from expectations. This is influenced
by the frequency of claims, severity of claims, actual benefits paid and subsequent development of long–term claims. Therefore, the objective of ETLIFE is to ensure that
sufficient reserves are available to cover these liabilities.
ETLIFE has developed a risk strategy to manage the risks appropriately. ETLIFE’s risk management strategy is to establish measures and controls which will assist in
prevention, detection and management of risks for strong risk management system. Such risk management system will identify risk at macro as well as micro level on
ongoing basis.
The risk identification, assessment and evaluation activity is followed by defining appropriate action items for ensuring effective management of the risks. An action item
for all the high risks is defined with clear owners and timelines. ETLIFE mitigates the risks by careful section of the underwriting strategy, reinsure a part of the risk with
various reinsurers, diversification of all insurance contracts and acquiring business from all parts of the Country
b. Life Insurance Contracts and Investment Contracts with and without Discretionary Participation Features:
Ind AS 104 ‘Insurance Contracts’ requires ETLIFE to separate the Financial Instruments (investment contracts) from insurance contracts under specified conditions.
Insurance contracts are those contracts where ETLIFE has accepted significant insurance risk from the policyholders by agreeing to compensate the policyholders if a
specified uncertain future event (the insured event) adversely affects the policyholders. Insurance and investment contracts are further classified as being either with or
without DPF. DPF is a contractual right to receive, as a supplement to guaranteed benefits, additional benefits that are likely to be a significant portion of the total
contractual benefits.
As a general guideline by IRDAI, ETLIFE classifies contract under insurance contract and investment contracts with DPF, if the benefit payable on death is higher by at least
5% of the premium at any time during the life of the contract for other than unit linked products.
All other contracts are classified under Investment Contracts.

Once a contract has been classified as an insurance contract, it remains an insurance contract for the remainder of its lifetime, even if the insurance risk reduces
significantly during this period, unless all rights and obligations are extinguished or expire.
F - 212
Annexure V
57.5. Risk management framework of Life Insurance business ("ETLIFE") (Continued)
c. The main Insurance Risks that ETLIFE is exposed to are as follows:

(i) Persistency Risk - Risk of loss arising due to policyholder experiences (lapses and surrenders) being different than expected
(ii) Mortality Risk - Risk of loss arising due to policyholder mortality experience being different than expected
(iii) Investment Risk - Risk of loss arising from actual returns being different than expected
(iv) Expense Risk - Risk of loss arising from expense experience being different than expected
(v) Reinsurance Risk - The Company enters into reinsurance agreements in order to mitigate insurance Risk. However, this leads to default Risk from the reinsurer at the
time of claim payment or also concentration risk if all the Risk is insured to one reinsurer.
(vi) Concentration Risk - The Company faces concentration Risk by selling business to specific geography or by writing only single line business etc.
Control Measures:
ETLIFE has set up Risk Management framework to continuously monitor the ETLIFE’s experience with regard to parameters like policy lapses, premium persistency,
maintenance expenses and investment returns. The underwriting team, with actuarial guidance, has set in place processes and procedures to review proposal.
Further, the possible financial effect of adverse mortality and morbidity experience has been reduced by entering into re-insurance agreements with multiple re-insurers.
ETLIFE has entered into a separate agreement with reinsurers to cover the catastrophic risks under Individual and Group business to hedge against catastrophic events
leading to higher than expected claim payouts.
ETLIFE has been taking efforts so as to mitigate concentration risk through diversification however ETLIFE may still be exposed to channel concentration risk as company is
in 10th year of operation and all the channels are not yet fully developed. ETLIFE has been acquiring business from all the parts of India and thus has little geographical
concentration. It also insulates ETLIFE from impact of catastrophic risk.
ETLIFE has a Board approved Risk Management Policy covering underwriting, claims and reserving for policy liabilities. ETLIFE has a detailed claims processing manual in
place. Complicated and large claims are referred to ETLIFE’s Claims Committee.
Operational risks: (FY 2020-21)

Operational risk is the risk of loss arising from system failure, human error, fraud or external events. When controls fail to perform, operational risks can cause damage to
reputation, have legal or regulatory implications or can lead to financial loss. The Group cannot expect to eliminate all operational risks, but by initiating a rigorous control
framework and by monitoring and responding to potential risks, the Group is able to manage the risks. Controls include effective segregation of duties, access controls,
authorisation and reconciliation procedures, staff education and assessment processes, including the use of internal audit. Business risks such as changes in environment,
technology and the industry are monitored through the Group’s strategic planning and budgeting process. Operational risk: A risk arising from this category is resultant of
inadequate or failed internal processes and controls, poor corporate governance or from external events such as sudden disasters crippling the operations of the
Company.
Operational risks within the Company are categorized into 6 (six) types namely:
• Fraud
• Execution, delivery and process management
• Business disruption and system failures
• Clients, products and business practices
• Damage to physical assets
• Employment practices and workplace safety
• Employment
Risk practices
control and andplan
mitigation workplace safety
forms important part of the risk management processes within the Company. The Company ensures oversight on the risks by reviewing
data, processes and by performing model checks at regular frequencies. Operational risk impact within the Company is rated basis frequency and severity matrix.
Frequency and severity matrix is further utilized for evaluation of the risk which in turn helps in prioritization. The Company, to ensures that complete data is being
processed, reconciles number of policies, premium and sum assured. The same is done by comparing Data Conversion System (DCS) output and on-off movement data as
obtained from policy administration system.
The risk management team conducts an independent root cause analysis of operational risk incidents. Root cause analysis is followed by actual and potential risk exposure
assessment. The root cause analysis helps to identify inadequacies in the control measures for known risks or identify new risks which need to be addressed. The resultant
learning is then used to improve processes systematically.
57.6. Excessive risk concentration
Group's diversified business model acts as an inherent mechanism to avoid excessive concentrations of risk.
Single and Group level borrower limits for wholesale lending and program level limits for retail lending have been defined as a proactive risk measure to avoid excess
credit concentration. Business risk team monitor these limits as part of its regular monitoring activity. Additionally, the risk team also keeps track of Group, Industry,
Collateral, Geography (for retail) level exposure concentrations. These concentrations are reviewed as part of monthly risk review meetings and also discussed in the
Credit Committee, so as to avoid further exposures or reduce exposures to sector/industry/group/geography under stress.
On the trading portfolio, limit structures have been put in place to address potential concentration risks within each trading portfolio. Any exposure beyond the approved
limits and losses exceeding the VaR limits gets reported as an Exception to the Global Risk Committee and is monitored by the group and business risk teams.
The Company has a Board approved Risk Management Policy. The Company has a detailed claims processing manual in place.
F - 213
57.7. Credit risk

(FY 2021-22)
Credit risk is the risk of financial loss the Group may face due to current/potential inability or unwillingness of a customer or counterparty to meet financial /contractual obligations. Credit risk also covers
the possibility of losses associated with diminution in the credit quality of borrowers or counterparties. The Business in the Group has adopted a policy of dealing with creditworthy counterparties and
obtains sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. In case the loans are to be restructured, similar credit assessment process is followed by the
Business in the Group.
The Business in the Group manages its credit risk through a multi-layered approach as given below:
1) Review by the respective Board Risk Committee;
2) The Investment Committees (IC) for approving all credit related decisions, beyond certain levels delegated to Credit Committees. Further, individual loan specific limits as well as concentration limits are
also approved by the IC and reviewed on a periodic basis;
3) The Business risk team is responsible for industry and portfolio level monitoring and stress testing;
4) Business risk does day to day client level monitoring; and
5) Independent verification of all client accounts, adherence to policies and frameworks are carried out by internal audit team.
The counterparty, client assessment is done before any exposure is taken. Assessment covers all the aspects of risk like Borrower profile, financials, and adequacy of collateral, promoter strength,
repayment capability and cash flow generation. Discussions are held with independent risk and compliance teams both at Business in the Group before the credit proposals are put forward to the
Committees for approval. The Business in the Group have committee-based approval process mechanism to ensure high exposures are approved with adequate representation from Compliance, Credit,
Legal and other relevant teams and there is no biasness.
The relevant Business in the Group has separate credit origination and appraisal processes for wholesale, distressed and retail segments. For wholesale and distressed segment, the relevant Business in the
Group adopt underwriting standards for different client segment based on risk parameter and availability of security. The relevant Business in the Group for Retail segment, adopt underwriting standards
bothCredit
The at product and portfolio
monitoring level.
is very important part of managing credit risk. Accordingly, the Business in the Group have independent monitoring of credit exposures and associated risks.
The asset quality review is also performed on a regular basis by the Risk Committees of the relevant Business in the Group. The quality credit portfolio is also presented to the Board Risk Committee on a
quarterly basis the relevant Business in the Group.
The Business in the Group applies the expected credit loss model for recognising impairment loss. For the purpose of measuring lifetime expected credit loss ('ECL') the relevant Business in the Group has
used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and
adjusted for forward-looking information.
The expected credit loss is a product of exposure at default, probability of default and loss given default. The Business in the Group have devised an internal model to evaluate the probability of default
and loss given default based on the parameters set out in Ind AS 109. Accordingly, the loans are classified into various stages for different type of business. For non-distress credit business they are
classified into Stage 1 – Standard Assets with zero to thirty days past due (DPD), Stage 2 – Significant Credit Deterioration or overdue between 31 to 90 days and Stage 3 – Default Assets with overdue for
more than 90 days. Further, ECL also takes into account forward looking factors like GDP growth, interest rates etc. along with historical trends.
The relevant Business in the Group determine that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used
to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used.
Credit loss is the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash
shortfalls),discounted at the original EIR (or credit-adjusted EIR for purchased or originated credit impaired financial assets). Expected Credit Loss computation is not driven by any single methodology,
however methodology and approach used must reflect the following:
o An unbiased and probability weighted amount that evaluates a range of possible outcomes;
o Reasonable and supportable information that is available without undue cost and effort at the reporting date about past events, current conditions and forecasts of future economic conditions;
o The time value of money.
While the time value of money element is currently being factored into ECL measurement while discounting cash flows by the Effective Interest Rate (EIR), the objective of developing a macroeconomic
model using exogenous macroeconomic variables (MEVs) is to address the first two requirements. This will be achieved by using the model output to adjust the PD risk component in order to make it
forward looking and probability-weighted.
The relevant Business in the Group have internal grading that is based on days past due (dpd) as specified below:
Internal rating grade Internal grading description Stages

Performing
High grade 0 dpd and 1 to 30 dpd Stage I
Standard grade 31 to 90 dpd Stage II
Non-performing
Individually impaired 90+ dpd Stage III
F - 214
57.7. Credit risk (Continued)
Significant increase in credit risk (SICR)

In all cases when the borrower becomes 90 days past due, Business in the Group considers a financial instrument as default category and classify such financial instrument as Stage 3 (credit-impaired) for
ECL calculations.
Classification of assets form stage 1 to stage 2 has been carried out based on SICR criterion. The Financial Instrument (Customer accounts) which are more than 30 days past due have been identified as
accounts where significant increase in credit risk has been observed. These Financial Instrument (Customer accounts) have been classified as Stage 2 assets. As a part of a qualitative assessment of whether
a customer is in default, the Business in the Group also considers a variety of instances that may indicate unlikeliness to pay. When such events occur, the Business in the Group carefully considers whether
the event should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECL calculations or whether Stage 2 is appropriate.
The respective Business in the Group management evaluates the credit situation continuously and the current credit assessment of borrowers is based on the following factors including many factors such
as;
1. Whether there is actual or expected significant change in the credit situation which entails significant increase in credit risk.
2. Whether there is existing or forecasted adverse changes in borrower’s business, financial or economic conditions that are expected to cause a significant change in the borrower’s ability to meet its debt
obligations.
3. Based on information available at present, whether in the longer term current adverse changes created by Covid-19 in economic and business conditions can reduce the ability of the borrower to fulfil its
obligations.
4. Whether there are any significant changes in the expected performance and behavior of the borrower.
5. Whether there are expected changes in the loan documentation, including an expected breach of contract that might lead to covenant waivers or amendments, interest payment holidays, interest rate
step-ups, requiring additional collateral or guarantees, or other changes to the contractual framework of the loan.
Reasonable and supportable information that is forward-looking and that is available without undue cost or effort is used by management to assess changes in credit risk. However, considering that the
current economic situation is continuously evolving, the management shall apply on regular basis any favorable or detrimental change to the borrower profiles and accordingly factor in macro/micro
variables that shall represent the evolved inherent credit risk.
Probability of Default
Probability of Default (PD) is an estimate of likelihood of default over a given time horizon. PD estimation process is done based on historical internal data available with the relevant Business in the Group.
While arriving at PD, the relevant Business in the Group also ensures that the factors that affects the macro-economic trends are considered to a reasonable extent, wherever necessary. The Business in
the Group calculates 12 months PD by taking in account the past historical trends of loan portfolio and its credit performance. In case of assets where there is significant increase in credit risk/credit
impaired assets, lifetime PD has been applied.
Loss Given Default (LGD)
The LGD represents expected losses on the EAD given the event of default, taking into account, among other attributes, the mitigating effect of collateral value at the time it is expected to be realised and
the time value of money. The Loss Given Default (LGD) has been computed with workout methodology. Workout LGD is widely considered to be the most flexible, transparent and logical approach to build
an LGD model. Along with actual recoveries, value of the underlying collateral has been factored in to estimate future recoveries in LGD computation. Workout LGD computation involves the actual
recoveries as well as future recoveries (as a part of the workout process) on a particular facility, as a percentage of balance outstanding at the time of Default/Restructuring. The assessment of workout
LGD was then performed. Principal outstanding at NPA was assessed, which went into the denominator of the LGD calculation. LGD computation has been done for each segment and sub-segment
separately.
Exposure at Default (EAD)
The amount which the borrower will owe to the portfolio at the time of default is defined as Exposure at Default (EAD). While the drawn credit line reflects the explicit exposure for the Business in the
Group , there might be variable exposure that may increase the EAD. These exposures are of the nature where the Business in the Group provides future commitments, in addition to the current credit.
Therefore, the exposure will contain both on and off balance sheet values. The value of exposure is given by the following formula:
EAD = Drawn Credit Line + Credit Conversion Factor * Undrawn Credit Line
Where,
Drawn Credit Line = Current outstanding amount
Credit Conversion Factor (CCF) = Expected future drawdown as a proportion of undrawn amount Undrawn Credit Line = Difference between the total amount which the Business in the Group has
committed and the drawn credit line While the drawn exposure and limits for the customer are available, the modelling of CCF is required for computing the EAD.
Purchased or originated credit impaired (POCI)
Financial assets that are purchased or originated at a deep discount that reflects the incurred credit losses are considered to be POCI. This population includes the recognition of a new financial instrument
following a renegotiation where concessions have been granted for economic or contractual reasons relating to the borrower's financial difficulty, that otherwise would not have been considered.
Forward looking adjustments
A measure of ECL is an unbiased probability-weighted amount that is determined by evaluating a range of possible outcomes and using reasonable and supportable information that is available without
undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
To fulfil the above requirement Business in the Group have incorporated forward looking information into its measurement of ECL. The objective of developing a macroeconomic model using exogenous
macroeconomic variables (MEVs) is to address the requirements of unbiased, probability weighted outcomes while taking into account current conditions as well as future economic conditions. This will be
achieved by using the model output to adjust the PD risk component in order to make it forward looking and probability-weighted.
F - 215

Exogenous macroeconomic parameters were used as independent (X) variables to predict the dependent (Y) variable. Keeping in mind Ind AS requirements around obtaining reliable and supportable
information, without incurring undue cost or effort- based on advice of risk committee members and economic experts and consideration of a variety of external actual and forecast information, the
Business in the Group formulates base case view of the future direction of relevant economic variable as well as a representative range of other possible forecast scenario. This process involves developing
two or more additional economic scenarios and considering the relative probabilities of each outcome.
Data sourcing:
The Group Company is expected to obtain reasonable and supportable information that is available without undue cost or effort. Keeping in mind the above requirement macroeconomic information was
aggregated from Economic Intelligence Unit (EIU), Bloomberg, World Bank, RBI database. The EIU data has a database of around 150 macroeconomic variables as well as their forecasted values. Beyond
2022 macro-economic variables are forecasted by mean reverting the values to their long-term average.
External information includes economic data and forecasts published by governmental bodies and monetary authorities in the country, supranational organisations such as the OECD and the
IMF, and selected private sector and academic forecasters.
Probability weighted scenario creations:
To incorporate macroeconomic impact into probability-weighted, each scenario has an associated probability. In order to ensure consistency across macroeconomic models, these probabilities were
calculated at an overall level for both Retail and Non-Retail portfolios, keeping in mind that though the impact of a scenario across different portfolios may differ based on endogenous factors, the
probability of a scenario unfolding is purely exogenous, and hence should not vary.
The Business in the Group has identified and documented key drivers of credit risk and credit losses for each portfolio of financial instruments and using an analysis of historical data, has estimated
relationship between macro-economic variables and credit risk and credit losses.
Predicted relationship between the key indicators and default and loss rates on various portfolios of financial assess have been developed based on analysing historical data over the past 5 years.
(FY 2020-21 & FY 2019-20 )
Credit risk is the risk of financial loss the Group may face due to current/potential inability or unwillingness of a customer or counterparty to meet financial /contractual obligations. Credit risk also covers
the possibility of losses associated with diminution in the credit quality of borrowers or counterparties. The Group has adopted a policy of dealing with creditworthy counterparties and obtains sufficient
collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. In case the loans are to be restructured, similar credit assessment process is followed by the Group.
The Group manages its credit risk through a multi-layered approach as given below
1) Review by the Board Risk and Global Risk Committee

The Investment Committees (IC) for approving all credit related decisions, beyond certain levels delegated to Credit Committees. Further, individual loan specific limits as well as concentration limits are
2)
also approved by the IC and reviewed on a periodic basis
3) Group risk team is responsible for industry and portfolio level monitoring and stress testing
4) Business risk does day to day client level monitoring
5) Independent verification of all client accounts, adherence to policies and frameworks are carried out by internal audit team.
Counterparty, client assessment is done before any exposure is taken. Assessment covers all the aspects of risk like Borrower profile, financials, and adequacy of collateral, promoter strength, repayment
capability and cash flow generation. Discussions are held with independent risk and compliance teams both at Business and Group level before the credit proposals are put forward to the Committees for
approval. Group has committee based approval process mechanism to ensure high exposures are approved with adequate representation from Compliance, Credit, Legal and other relevant teams so as to
get a three sixty degree view on the proposal and there is no biasness.
The Group has separate credit origination and appraisal processes for wholesale, distressed and retail segments. For wholesale and distressed segment, the Group adopts underwriting standards for
different client segment based on risk parameter and availability of security. For Retail segment, Group adopts underwriting standards both at product and portfolio level.
The Group uses Early Warning Signal (EWS) framework to identify risks at nascent stage. The objective is to classify the credit book on severity of risk- standard, early stage, mid stage and high stress. The
classification of risk is done basis inputs from financial and non-financial parameter. An actionable matrix is defined, based on severity of the risk.
Credit monitoring is very important part of managing credit risk. Accordingly, the Group has dual layered independent monitoring of credit exposures and associated risks. A team of experienced and
competent professionals, at business level as well as group level, identify and monitor these risks on an on-going basis and evolve processes/systems to monitor and control the same to keep the risks to
minimum levels. On-going monitoring by them helps in identifying the risks at an early stage and taking time bound action to mitigate those risks.
Further, counterparty settlement risk associated in our broking business is managed by maintaining sufficient liquid collateral. We have well established real time limit utilisation monitoring process to
ensure cover is sufficient at any given point of time.
Asset quality review is also performed on a regular basis by the Global Risk Committee - the apex body for all risk related decisions. Credit Portfolio Health Check is also presented to the Board Risk
Committee on a quarterly basis.
The Group applies the expected credit loss model for recognising impairment loss. For the purpose of measuring lifetime expected credit loss ('ECL') the Company has used a practical expedient as
permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking
information.
The Group has separate credit origination and appraisal processes for wholesale, distressed and retail segments. For wholesale and distressed segment, the Group adopts underwriting standards for
different client segment based on risk parameter and availability of security. For Retail segment, Group adopts underwriting standards both at product and portfolio level.
The expected credit loss is a product of exposure at default, probability of default and loss given default. The Group has devised an internal model to evaluate the probability of default and loss given
default based on the parameters set out in Ind AS 109. Accordingly, the loans are classified into various stages for different type of business. For non-distress credit business they are classified into Stage 1
– Standard Assets with zero to thirty days past due (DPD), Stage 2 – Significant Credit Deterioration or overdue between 31 to 90 days and Stage 3 – Default Assets with overdue for more than 90 days.
Further, ECL also takes into account forward looking factors like GDP growth, interest rates etc. along with historical trends.
The Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for
impairment loss. However, if credit risk has increased significantly, lifetime ECL is used
Credit loss is the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls),
discounted at the original EIR (or credit-adjusted EIR for purchased or originated credit impaired financial assets). Expected Credit Loss computation is not driven by any single methodology, however
methodology and approach used must reflect the following:
o An unbiased and probability weighted amount that evaluates a range of possible outcomes;
o Reasonable and supportable information that is available without undue cost and effort at the reporting date about past events, current conditions and forecasts of future economic conditions;
o The time value of money.
While the time value of money element is currently being factored into ECL measurement while discounting cash flows by the Effective Interest Rate (EIR), the objective of developing a macroeconomic
model using exogenous macroeconomic variables (MEVs) is to address the first two requirements. This will be achieved by using the model output to adjust the PD risk component in order to make it
forward looking and probability-weighted.
Group does internal grading that is based on days past due (dpd) as specified below
Internal rating grade Internal grading description

Performing
High grade 0 dpd and 1 to 30 dpd
Standard grade 31 to 90 dpd
Non-performing
Individually impaired 90+ dpd
F - 216
Annexure V
Significant increase in credit risk (SICR)
Group considers a financial instrument defaulted, classified as Stage 3 (credit-impaired) for ECL calculations, in all cases when the borrower becomes 90 days past due. Classification of assets form stage 1
to stage 2 has been carried out based on SICR criterion. Accounts which are more than 30 days past due have been identified as accounts where significant increase in credit risk has been observed. These
accounts have been classified as Stage 2 assets. As a part of a qualitative assessment of whether a customer is in default, the Group also considers a variety of instances that may indicate unlikeliness to
pay. When such events occur, the Group carefully considers whether the event should result in treating the customer as defaulted and therefore assessed as Stage 3 for ECL calculations or whether Stage 2
is appropriate.
Management evaluates the credit situation continuously and the current credit assessment of borrowers is based on the following factors including many factors such as;
1. Whether there is actual or expected significant change in the credit situation which entails significant increase in credit risk.
2. Whether there are existing or forecasted adverse changes in borrower’s business, financial or economic conditions that are expected to cause a significant change in the borrower’s ability to meet its
debt obligations.
3. Based on information available at present, Whether in the longer term current adverse changes created by Covid-19 in economic and business conditions can reduce the ability of the borrower to
fulfil its obligations.
4. whether there are any significant changes in the expected performance and behavior of the borrower.
5. Whether there are expected changes in the loan documentation, including an expected breach of contract that might lead to covenant waivers or amendments, interest payment holidays, interest
rate step-ups, requiring additional collateral or guarantees, or other changes to the contractual framework of the loan.
Reasonable and supportable information that is forward-looking and that is available without undue cost or effort is used by management to assess changes in credit risk.
However, considering that the current economic situation is continuously evolving, the management shall apply on regular basis any favorable or detrimental change to the borrower profiles and
accordingly factor in macro/micro variables that shall represent the evolved inherent credit risk.
Probability of Default
Historical DPD data is used to calculate historic default rates for each portfolio. This is done by using transition matrix which are calculated by assessing the transition from the one DPD state to the default
DPD state 12 months from the cohort date.
Loss Given Default (LGD)
The LGD represents expected losses on the EAD given the event of default, taking into account, among other attributes, the mitigating effect of collateral value at the time it is expected to be realised and
the time value of money. The Loss Given Default (LGD) has been computed with workout methodology. Workout LGD is widely considered to be the most flexible, transparent and logical approach to build
an LGD model. Along with actual recoveries, value of the underlying collateral has been factored in to estimate future recoveries in LGD computation. Workout LGD computation involves the actual
recoveries as well as future recoveries (as a part of the workout process) on a particular facility, as a percentage of balance outstanding at the time of Default/Restructuring. The assessment of workout
LGD was then performed. Principal outstanding at NPA was assessed, which went into the denominator of the LGD calculation. LGD computation has been done for each segment and sub-segment
separately.
Exposure at Default (EAD)
The amount which the borrower will owe to the portfolio at the time of default is defined as Exposure at Default (EAD). While the drawn credit line reflects the explicit exposure for the Group, there might
be variable exposure that may increase the EAD. These exposures are of the nature where the Group provides future commitments, in addition to the current credit. Therefore, the exposure will contain
both on and off balance sheet values. The value of exposure is given by the following formula:
EAD = Drawn Credit Line + Credit Conversion Factor * Undrawn Credit Line
Where,
Drawn Credit Line = Current outstanding amount
Credit Conversion Factor (CCF) = Expected future drawdown as a proportion of undrawn amount Undrawn Credit Line = Difference between the total amount which the Group has committed and the
drawn credit line While the drawn exposure and limits for the customer are available, the modelling of CCF is required for computing the EAD.
Purchased or originated credit impaired (POCI)
Financial assets that are purchased or originated at a deep discount that reflects the incurred credit losses are considered to be POCI. This population includes the recognition of a new financial instrument
following a renegotiation where concessions have been granted for economic or contractual reasons relating to the borrower's financial difficulty, that otherwise would not have been considered.
Forward looking adjustments
A measure of ECL is an unbiased probability-weighted amount that is determined by evaluating a range of possible outcomes and using reasonable and supportable information that is available without
undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
To fulfil the above requirement Group has incorporated forward looking information into its measurement of ECL. The objective of developing a macroeconomic model using exogenous macroeconomic
variables (MEVs) is to address the requirements of unbiased, probability weighted outcomes while taking into account current conditions as well as future economic conditions. This will be achieved by
using the model output to adjust the PD risk component in order to make it forward looking and probability-weighted.
Exogenous macroeconomic parameters were used as independent (X) variables to predict the dependent (Y) variable. Keeping in mind Ind AS requirements around obtaining reliable and supportable
information, without incurring undue cost or effort- based on advice of risk committee members and economic experts and consideration of a variety of external actual and forecast information, the group
formulates base case view of the future direction of relevant economic variable as well as a representative range of other possible forecast scenario. This process involves developing two or more
additional economic scenarios and considering the relative probabilities of each outcome.
Data sourcing: External information includes economic data and forecasts published by governmental bodies and monetary authorities in the country, supranational organisations such as the OECD and
the IMF, and selected private sector and academic forecasters. Macroeconomic information was aggregated from Economic Intelligence Unit (EIU), Bloomberg, World Bank, RBI database. The EIU data has
a database of around 150 macroeconomic variables as well as their forecasted values. Beyond 2022 macro-economic variables are forecasted by mean reverting the values to their long term average.
Probability weighted scenario creations: To incorporate macroeconomic impact into probability-weighted, each scenario has an associated probability. In order to ensure consistency across
macroeconomic models, these probabilities were calculated at an overall level for both Retail and Non-Retail portfolios, keeping in mind that though the impact of a scenario across different portfolios may
differ based on endogenous factors, the probability of a scenario unfolding is purely exogenous, and hence should not vary.
The group has identified and documented key drivers of credit risk and credit losses for each portfolio of financial instruments and using an analysis of historical data, has estimated relationship between
macro-economic variables and credit risk and credit losses.
The significant economic parameters scenarios are as below:
Key Economic Parameter Base FY +1 Base FY +2

Debt-to-GDP ratio: 18.3-18.7% 18.7-19.2%
Total factor productivity 4.0-4.5 4.4-5.0
Labor productivity growth: 5.1-5.5% 5.5-6.3%
Unemployment rate 8.5-8.8% 8.5-8.8%
Gross Domestic Product 7.0-7.5% 7.5-8.0%
Apart from the above significant economic parameters, the Group has also identified and used few other economic parameter to build up the forward looking scenarios. These indicators include inflation,
forecasted growth in real estate sector, expectation of industry performance, collateral coverage movement, conduct of accounts and expectation of market liquidity.
Above explained indicators have supported in measurement of ECL, and behaviours of such indicators will suitably support going forward in measurement of forward looking scenarios.
Predicted relationship between the key indicators and default and loss rates on various portfolios of financial assess have been developed based on analysing historical data over the past 5 years.
F - 217
57.7.1. Overview of modified and forborne loans
From a risk management point of view, once an asset is forborne or modified, the respective Business in the Group for distressed assets continues to monitor the exposure until it is completely and
ultimately derecognised.
The table below includes Stage 2 and 3 assets that were modified and, therefore, treated as forborne during the year, with the related modification loss suffered by the Group.
Particulars 2021-22 2020-21 2019-20

Amortised costs of financial assets modified during the year 5,133.90 7,101.90 80.19
Net modification gains 178.61 (117.69) (3.23)
57.7.2. Analysis of risk concentration
The following table shows the risk concentration by industry for the components of the balance sheet. Additional disclosures for credit quality and the maximum exposure for credit risk per categories
based on the Group's internal grading system and year-end stage classification are further disclosed in Note 13.1.
Industry analysis - Risk concentration for 31-Mar-22
Financial
Components Government Manufacturing Retail and wholesale Oil & gas Services Others Total
services
Cash and bank balances 30,388.97 - - - - - - 30,388.97
Derivative financial instruments 685.22 - - - - - - 685.22

Stock in trade 4,779.90 10,085.12 40.02 39.25 - 171.34 2.48 15,118.11
Trade receivables 1,344.37 - 1,165.77 1,961.81 - 81.95 137.81 4,691.71
Loans 3,840.40 - 8,633.86 166,600.88 - 9,969.04 11,011.98 200,056.16
Investments 49,447.47 28,952.11 22,843.26 12,731.67 62.26 6,638.00 5,600.12 126,274.89
Other financial assets 10,677.54 - 2.93 337.97 - - 16.79 11,035.23
Total 101,163.87 39,037.23 32,685.84 181,671.58 62.26 16,860.33 16,769.18 388,250.29
Other Commitments - - - 55.59 - - - 55.59
Components Financial services Government Manufacturing Retail and wholesale Oil & gas Services Others Total
Cash and bank balances 47,221.29 - - - - 380.77 - 47,602.06
Derivative financial instruments 2,902.03 - - - - - - 2,902.03

Stock in trade 2,618.02 8,636.63 1,155.70 64.03 6.13 957.39 2,308.86 15,746.76
Trade receivables 187.01 - 1,511.81 1,645.94 - 1,534.72 181.01 5,060.49
Loans 6,465.87 - 8,038.79 192,014.37 - 5,556.99 12,469.44 224,545.46
Investments 43,610.86 24,134.57 24,830.00 11,723.49 21.71 5,414.37 3,338.02 113,073.02
Other financial assets 11,811.78 287.84 - 250.51 - 3.79 274.15 12,628.07
Total 114,816.86 33,059.04 35,536.30 205,698.34 27.84 13,848.03 18,571.48 421,557.89
Other Commitments - - - 1,340.64 - - - 1,340.64
Components Financial services Government Manufacturing Retail and wholesale Oil & gas Services Others Total
Cash and bank balances 86,064.80 - - - - 31.28 - 86,096.08
Derivative financial instruments 5,321.87 - - - - - - 5,321.87
Stock in trade 8,474.61 7,462.91 23.58 1.39 61.91 556.18 877.49 17,458.07
Trade receivables 5,538.81 - 2,415.95 3,257.17 - 1,163.12 677.33 13,052.38
Loans 4,553.64 - 8,972.52 240,248.87 493.62 10,409.83 19,871.18 284,549.66
Investments 22,424.01 18,755.10 21,183.34 12,564.54 14.91 1,716.68 6,007.44 82,666.02
Other financial assets 5,707.10 287.80 - 1,139.08 - 139.83 85.65 7,359.46
Total 138,084.84 26,505.81 32,595.39 257,211.05 570.44 14,016.92 27,519.09 496,503.54
Other Commitments - - - 4,997.09 - - - 4,997.09
F - 218
57.7.3. Collateral and other credit enhancements
The tables on the following pages show the maximum exposure to credit risk by class of financial asset.
Maximum exposure to credit risk

Particulars
31 March 2022 31 March 2021 31 March 2020 Principal type of collateral
Financial assets
Loans:
Equity shares and Mutual fund units, Bonds, Property; book receivables, Land, real
Retail Loans and Wholesale loans 183,885.48 209,078.58 265,084.03 estate property securities, and Tangible assets, Inventories, fixed deposits & other
marketable securities, Surrender Value of the Policy
Distressed assets 12,587.17 13,223.15 12,882.28 Tangible assets

Other credits 221.69 154.43 1,104.14
Trade receivables 4,691.71 5,060.49 13,052.38 Equity shares, fixed deposits and bank guarantees, Securities etc.
Debt instruments and other investments at Government security and Book debts (including Highly liquid Central/State
1,863.66 1,305.81 243.86
amortised cost Government securities & high rated Corporate Bonds)
Total financial assets at amortised cost 203,249.71 228,822.46 292,366.69
Derivative financial instruments 685.22 2,902.03 5,321.87 Margin money

Financial assets at FVTPL 73,499.27 69,117.03 66,840.26 Tangible assets, Warrants
Financial instrument designated at fair value Tangible assets and Highly liquid Central/State Government securities, high rated
13,494.17 10,726.26 7,446.04
through profit or loss Corporate Bonds and liquid Mutual fund units
Total financial instruments at fair value through
profit or loss 87,678.66 82,745.32 79,608.17
Debt instruments at fair value through OCI 20,563.92 16,846.91 14,615.77 Government security and Book debts
Total debt instruments at fair value through OCI 20,563.92 16,846.91 14,615.77
Property, book receivables, Tangible Assets, Equity Shares, Mutual Fund units, Land,
Other commitments (max exposure) 1,422.26 5,301.84 16,556.52
Office Space, Flats, Bungalow, Penthouse, Row house and Commodities.
Total (net) 312,914.55 333,716.53 403,147.15
Above also includes unsecured financial assets.
The Group has not entered in to any credit derivative to mitigate above credit risk.
F - 219
57.7.4. Fair value of collateral held for stage 3 assets

The below tables provide an analysis of the current fair values of collateral held and credit enhancements for stage 3 assets. Dependent on the level of collateral, some Stage 3 exposures may not have
individual ECLs when the expected value of the collateral is greater than the LGD, even in if the future value of collateral is forecast using multiple economic scenarios.
As at 31-Mar-2022
Maximum
exposure to
Fair value of
Particulars credit risk Associated ECL Carrying amount
collateral
(carrying amount
before ECL)
Financial assets
Loans 123,685.28 37,797.85 85,887.43 97,161.93
Debt instruments at fair value
through OCI - - - -
Total financial assets at
123,685.28 37,797.85 85,887.43 97,161.93
amortised cost
Loan commitments 128.94 1.68 127.26 6.53
Total 123,814.22 37,799.53 86,014.69 97,168.46
As at 31-Mar-2021
Maximum
exposure to
Fair value of
Particulars credit risk Associated ECL Carrying amount
collateral
(carrying amount
before ECL)
Financial assets
Loans 117,037.45 36,554.26 80,483.19 92,949.13
through OCI 674.27 11.16 663.11 663.11
Total financial assets at amortised
117,711.72 36,565.42 81,146.30 93,612.24
cost
Total 117,850.70 36,566.82 81,283.88 93,632.52
As at 31-Mar-2020
Maximum
exposure to
Particulars credit risk Associated ECL Carrying amount Fair value of collateral
(carrying amount
before ECL)
Financial assets
Loans: 83,064.39 21,576.84 61,487.55 79,171.24
819.25 438.94 380.31 380.31
through OCI
Total financial assets at amortised
83,883.64 22,015.78 61,867.86 79,551.55
cost
Total 84,011.02 22,015.97 61,995.05 79,686.51
56.7.5 Margin received from clients

31-Mar-22 31-Mar-21* 31-Mar-20
Cash margin A - - 17,699.53
Non cash margin
Securities** - - 24,470.53
Fixed deposits - - 13,127.90
Bank guarantee - - 2,054.23
Total non cash margin B - - 39,652.66
Total margin received (A+B) - - 57,352.19
*Refer Note 63
** Securities received as non cash margin from clients as collateral are held in the a subsidiary's client demat account
F - 220
57.8 Liquidity risk and funding management
Liquidity risk emanates from the mismatches existing on the balance sheet due to differences in maturity and repayment profile of assets and liabilities. These mismatches could either be
forced in nature due to market conditions or created with an interest rate view. Such risk can lead to a possibility of unavailability of funds to meet upcoming obligations arising from liability
maturities. To avoid such a scenario, Edelweiss has ensured maintenance of a Liquidity Cushion in the form of Fixed Deposits, Mutual Funds, Cash, G-Sec, etc. These assets carry minimal
credit risk and can be liquidated in a very short period of time. A liquidity cushion amounting to 10-12% of the borrowings is sought to be maintained through such assets. These would be to
take care of immediate obligations while continuing to honour our commitments as a going concern. There are available lines of credit from banks which are drawable on notice which
further augment the available sources of funds. Funding is raised through diversified sources including Banks, Retail issue, Mutual Funds, ECB, Sub Debt etc to maintain a healthy mix.
Group has a Liquidity Contingency Policy in place to ensure various liquidity parameters are defined and tracked regularly. Liquidity Management Team is provided with update on expected
liquidity shortfalls in Normal as well as Stress scenario. A detailed set of activities have been defined to be executed during stress scenario
57.8.1. Analysis of financial liabilities, financial assets, derivatives and financial commitments by remaining contractual maturities
The table below summarises the maturity profile of the undiscounted cash flows of the Group's financial liabilities, financial assets, derivatives and financial commitments as at 31 March.
The tables have been drawn up based on the undiscounted cash flows i.e. the tables include both interest and principal cashflows. The contractual maturity with respect to financial liabilities
is based on the earliest date on which the Group can be required to pay. To the extent that interest flows are at floating rate, the undiscounted amount is derived based on the interest rates
in force at the balance sheet date. Further, with regards to amounts payable in currencies other than Indian Rupees, the amounts are determined based on the spot exchange rates at the
balance sheet date. The analysis with respect to financial assets is based on expected maturities. All derivatives which are entered into for trading purposes are shown in the earliest time
band. With respect to other derivatives, the remaining contractual maturity information has been given based on undiscounted cash flows.
As at 31-Mar-22
Upto Between Between 6 Between More than Total

Non-derivative financial liabilities
Trade payables 9,048.39 2,771.13 1,053.84 27.91 - 12,901.27
Borrowings (other than debt securities) 18,486.76 4,546.33 19,461.08 7,806.22 10,265.31 60,565.70
Debt securities 14,169.96 6,906.39 18,722.33 82,636.98 61,983.53 184,419.19
Subordinated financial liabilities 1,454.78 61.92 297.69 6,344.60 13,290.60 21,449.59
Deposits 15.60 - - - - 15.60
Other financial liabilities 7,750.74 3,875.40 1,528.17 11,635.22 27,849.30 52,638.83
Total undiscounted non-derivative financial liabilities 50,926.23 18,161.17 41,063.11 108,450.93 113,388.74 331,990.18
Upto 3 Between 3 to Between 6 Between More than Total

Non-derivative financial assets
Cash and cash equivalent and other bank balances 22,623.02 836.38 2,070.68 5,922.44 18.16 31,470.68
Stock-in-trade 12,634.20 2,465.87 - 0.25 17.79 15,118.11
Trade receivables 2,508.80 828.74 1,514.46 1,596.52 - 6,448.52
Loans 27,568.74 8,989.44 34,594.79 77,095.05 135,564.66 283,812.68
Investments at fair value through profit or loss 13,365.86 4,245.47 14,463.47 21,062.51 54,267.80 107,405.11
Investments at FVOCI 546.58 274.59 1,076.70 4,433.23 49,259.79 55,590.89
Investments at amortised cost 898.44 - 961.30 2,304.08 124.52 4,288.34
Other financial assets 5,589.80 3,873.21 58.62 911.16 615.63 11,048.42
Total undiscounted non-derivative financial assets 85,735.44 21,513.70 54,740.02 113,325.24 239,868.35 515,182.75

Derivatives
Net settled derivatives entered into for trading purposes (503.95) - - - - (503.95)
Other net settled derivatives (546.98) 0.11 (258.94) (190.56) (51.19) (1,047.56)
Total (1,050.93) 0.11 (258.94) (190.56) (51.19) (1,551.51)
Upto 3 Between 3 to Between 6 Between 1 More than Total

Commitments
months 6 months months to 1 year year to 3 years 3 years
Undrawn loan and other commitments 1,835.23 131.82 2,705.33 11,423.24 - 16,095.62
The Group has undrawn lines of credit available aggregating ₹ 5,300.71 million as at 31 March 2022 to meet any possible liquidity shortfall.
F - 221
Annexure V
57.8.1. Analysis of financial liabilities, financial assets, derivatives and financial commitments by remaining contractual maturities (Continued)
As at 31-Mar-21

Trade payables 2,865.23 714.42 1,025.60 197.80 91.73 4,894.78
Debt securities 7,343.32 14,710.24 42,818.97 79,343.38 81,349.29 225,565.20
Subordinated financial liabilities 315.25 67.82 1,702.04 6,014.60 13,835.67 21,935.38
Deposits 96.01 - - - - 96.01
Other financial liabilities 6,024.38 3,297.94 1,628.46 9,706.66 26,603.03 47,260.47

Cash and cash equivalent and other bank balances 40,452.74 199.98 1,844.94 520.77 5,247.99 48,266.42
Stock-in-trade 13,739.20 1,758.68 320.03 4.50 14.46 15,836.87
Trade receivables 2,103.50 840.16 1,294.20 3,188.03 - 7,425.89
Loans 50,966.15 13,240.26 31,178.66 95,561.14 111,405.20 302,351.41
Investments at FVOCI 458.59 175.60 1,066.74 2,447.63 41,652.72 45,801.28
Investments at amortised cost 350.48 82.55 868.92 - 418.39 1,720.34
Other financial assets 10,915.54 300.00 145.04 530.21 737.36 12,628.15

Derivatives
Net settled derivatives entered into for trading purposes 1,696.86 - - - - 1,696.86
Other net settled derivatives 151.67 (12.69) (427.72) (662.08) (39.91) (990.73)
Total 1,848.53 (12.69) (427.72) (662.08) (39.91) 706.13

Commitments
months 6 months months to 1 year year to 3 years 3 years
Undrawn loan and other commitments 3,838.13 118.14 4,144.86 938.99 323.20 9,363.32
As at 31-Mar-20

Trade payables 11,256.29 902.20 571.41 103.73 - 12,833.63
Debt securities 34,613.77 9,381.40 25,959.02 85,511.34 98,281.62 253,747.15
Subordinated financial liabilities 5,173.95 574.90 523.28 4,184.58 14,931.56 25,388.27
Deposits 2,615.49 - - - - 2,615.49
Other financial liabilities 4,158.76 696.62 2,311.37 5,558.83 3,425.50 16,151.08

Cash and cash equivalent and other bank balances 60,576.50 6,884.90 10,679.90 478.07 5,124.01 83,743.38
Stock-in-trade 12,355.29 221.10 4,941.33 4.45 12.91 17,535.08
Trade receivables 7,422.74 1,607.02 2,945.43 3,208.08 4.59 15,187.86
Loans 23,382.18 21,241.83 43,642.30 101,060.42 120,484.61 309,811.34
Investments at FVOCI 429.74 402.37 775.26 2,830.82 34,542.89 38,981.08
Investments at amortised cost 240.00 - - - - 240.00
Other financial assets 6,457.29 470.15 1,186.99 866.25 175.43 9,156.11

Derivatives
Net settled derivatives entered into for trading purposes (1,437.14) - - - - (1,437.14)
Other net settled derivatives 2,016.29 (466.09) 47.02 1,091.99 (4.37) 2,684.84
Total 579.15 (466.09) 47.02 1,091.99 (4.37) 1,247.70

Commitments
months 6 months months to 1 year to 3 years 3 years
Undrawn loan and other commitments 1,695.87 15,785.86 4,820.94 807.28 931.00 24,040.95
F - 222
57.9. Market Risk:
Market risk is the risk which can affect the Group's income or the value of its holdings of financial instruments due to adverse movements in market prices of instrument
due to interest rates, equity prices, foreign exchange rates and credit spreads. The objective of the Group's market risk management is to manage and control market
risk exposures within acceptable parameters. The Group separates its exposure to market risks between trading and non-trading portfolios.
Exposure to market risk
Interest rate risk - The principal risk to which non-trading portfolios are exposed is the risk of loss from fluctuations in the future cash flows or fair values of financial
instruments because of a change in market interest rates. Interest rate risk is managed principally through monitoring interest rate gaps and by having pre-approved
limits for repricing bands.
ALCO is the monitoring body for compliance with these limits. ALCO reviews the interest rate gap statement and the mix of floating and fixed rate assets and liabilities.
Balance Sheet Management Unit is in-charge for day to day management of interest rate risk.
Foreign exchange risk - Our foreign exposure is limited to capital investment in our Group entities outside India and profits/loss generated by these entities. The
Treasury Unit aggregates the foreign exchange exposure emerging out these outflows/inflows and the same is hedged to ensure we do not run any foreign exchange risk
in our books. Positions are regularly monitored by the Treasury Unit and rebalanced based on the inflow and outflow of funds.
Equity price risk - The Treasury and Balance Sheet Management Units effectively evaluates various risks involved in underlying assets in trading and non-trading books
respectively
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The Group's policy is to
monitor positions on a daily basis and hedging strategies are used to ensure positions are maintained within the established limits.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates (all other variables being constant) of the Group's statement of profit
and loss and equity. The sensitivity to profit before tax is the effect of the assumed changes in interest rates on the profit before tax for the year, based on the floating
rate financial assets and financial liabilities held at reporting date. Thus, the sensitivity analysis has been prepared assuming the amount of the floating-rate financial
liability and financial assets outstanding at the end of the year was outstanding for the whole year. The sensitivity of equity is calculated by revaluing the fixed rate
FVOCI, including the effect at reporting date for the effects of the assumed changes in interest rates.
2021-22
Currency of item Increase in basis Effect on profit Decrease in basis Effect on profit before
points before tax Effect on Equity points tax Effect on Equity
INR 25.00 (281.18) (580.83) 25.00 281.16 580.83
INR 5.00 (116.27) - 5.00 116.27 -
2020-21
INR 25.00 (264.82) (423.24) 25.00 264.82 423.24
INR 5.00 0.15 - 5.00 (0.15) -
2019-20
INR 25.00 (483.18) (383.89) 25.00 483.18 383.89
Currency risk:
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.
Foreign currency risk arise majorly on account of foreign currency borrowings.
The table below indicates the currencies to which the Group had significant exposure at the end of the year.
2021-22
Currency Increase in exchange Effect on profit Decrease in Effect on profit before
Effect on Equity Effect on Equity
rate (%) before tax exchange rate (%) tax
US dollar 5.00 (61.34) - 5.00 61.34 -
Others 5.00 (1.32) - 5.00 1.32 -
Currency 2020-21
Increase in exchange Effect on profit Decrease in Effect on profit before
Effect on Equity Effect on Equity
rate (%) before tax exchange rate (%) tax
US dollar 5.00 (221.29) - 5.00 221.29 -
Others 5.00 2.25 - 5.00 (2.25) -
Currency 2019-20
Increase in exchange Effect on profit Decrease in Effect on profit before
rate (%) before tax Effect on Equity exchange rate (%) tax Effect on Equity
US dollar 5.00 0.50 - 5.00 (0.50) -
INR* 5.00 (10.15) - 5.00 10.15 -
Others 5.00 (43.02) - 5.00 43.02 -
* This is on account of items denominated in Indian Rupees held by certain foreign companies in the Group having functional currency other than INR
F - 223
Annexure V
57.9. Market Risk (Continued):
Equity Price risk:
Equity price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the level of individual investment in
equity share prices.
2021-22
Impact on Increase in equity Effect on profit Effect on Equity Decrease in equity Effect on profit before Effect on Equity
price (%) before tax price (%) tax
Derivatives 5.00 84.42 - 5.00 (84.42) -
Others 5.00 711.83 1.70 5.00 (711.83) (1.70)
2020-21
Derivatives 5.00 537.19 (1.97) 5.00 (537.19) 1.97
Others 5.00 670.76 0.06 5.00 (670.76) (0.06)
2019-20
Derivatives 5.00 (103.10) (1.32) 5.00 103.10 1.32
Others 5.00 512.59 0.06 5.00 (512.59) (0.06)
Index price risk:
Index price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the level of equity indices.
2021-22
Impact on Increase in index Effect on profit Effect on Equity Decrease in index Effect on profit before Effect on Equity
Derivatives 5.00 28.05 - 5.00 (28.05) -
Others 5.00 (16.20) - 5.00 16.20 -
2020-21
Derivatives 5.00 11.68 - 5.00 (11.68) -
Others 5.00 (50.89) - 5.00 50.89 -
2019-20
Derivatives 5.00 (435.78) - 5.00 435.78 -
Others 5.00 38.37 - 5.00 (38.37) -
Other price risk:
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the level of market prices other than
equity and index prices.
2021-22
Impact on Effect on profit Effect on Equity Decrease in price Effect on profit before Effect on Equity
Increase in price (%) before tax (%) tax
Security receipts of ARC trusts 5.00 106.79 - 5.00 (106.79) -
Units of AIFs and Trusts 5.00 40.45 17.00 5.00 (40.45) (17.00)
Others 5.00 692.02 39.73 5.00 (692.02) (39.73)
2020-21
Impact on Increase in price (%) Effect on profit Effect on Equity Decrease in price Effect on profit before Effect on Equity
before tax (%) tax
Units of AIFs and Trusts 5.00 3.17 - 5.00 (3.17) -
Others 5.00 471.74 31.71 5.00 (471.74) (31.71)
2019-20
Impact on Increase in price (%) Effect on profit Effect on Equity Decrease in price Effect on profit before Effect on Equity
before tax (%) tax
Units of AIFs and Trusts 5.00 25.22 - 5.00 (25.22) -
Others 5.00 397.06 132.70 5.00 (397.06) (132.70)
F - 224
58. Composition of the Group
Proportion of
Sr.
Name of the Entity Note Country of Incorporation ownership interest as
No.
at 31-Mar-2022
Subsidiaries
1 ECL Finance Limited India 100.00%
2 Edelcap Securities Limited India 100.00%
3 Edelweiss Asset Management Limited India 100.00%
4 ECap Securities and Investments Limited (Formerly known as ECap Equities
India 100.00%
Limited)
5 Edelweiss Trusteeship Company Limited India 100.00%
6 Edelweiss Housing Finance Limited India 100.00%
7 Edelweiss Investment Adviser Limited India 100.00%
8 EC Commodity Limited a India -
9 Edel Land Limited India 100.00%
10 Edel Investments Limited India 100.00%
11 Edelweiss Rural & Corporate Services Limited India 100.00%
12 Comtrade Commodities Services Limited (Formerly known as Edelweiss
f India 100.00%
Comtrade Limited)
13 Edel Finance Company Limited India 100.00%
14 Edelweiss Retail Finance Limited India 100.00%
15 Edelweiss Multi Strategy Fund Advisors LLP k India 100.00%
16 Edelweiss Resolution Advisors LLP India 100.00%
17 Edelweiss General Insurance Company Limited India 100.00%
18 Edelweiss Securities and Investments Private Limited India 100.00%
19 EC International Limited Mauritius 100.00%
20 EAAA LLC Mauritius 100.00%
21 Edelweiss Alternative Asset Advisors Pte. Limited Singapore 100.00%
22 Edelweiss International (Singapore) Pte. Limited Singapore 100.00%
23 Aster Commodities DMCC b United Arab Emirates -
24 Edelgive Foundation India 100.00%
25 Edelweiss Alternative Asset Advisors Limited India 99.05%
26 Edelweiss Gallagher Insurance Brokers Limited c India -
27 Edelweiss Private Equity Tech Fund India 95.60%
28 Edelweiss Value and Growth Fund India 70.05%
29 Edelweiss Asset Reconstruction Company Limited India 59.82%
30 EW Special Opportunities Advisors LLC j Mauritius 67.00%
31 Edelweiss Tokio Life Insurance Company Limited d India 66.00%
32 Allium Finance Private Limited e India 85.00%
33 Edelweiss Global Wealth Management Limited India 100.00%
34 Edelweiss Capital Services Limited India 51.00%
35 India Credit Investments Fund - II India 100.00%
36 Edelweiss Real Assets Managers Limited g India 100.00%
37 Sekura India Management Limited h India 100.00%
Associate
1 Edelweiss Securities Limited i India 43.76%
F - 225
58. Composition of the Group (Continued)
Group stake in trusts
Proportion of
Sr.
Trust Name Country of Incorporation ownership interest as
No.
at 31-Mar-2022
1 EARC SAF - 1 Trust India 100.00%
4 EARC Trust - SC 6 India 100.00%
F - 226
Annexure V
Notes:
a. With effect from 01 April 2021, EC Commodities Limited and trading business of Ecap Equities Limited have been merged with Edel Land Limited , a
wholly owned subsidiary of the Company, pursuant to the scheme of arrangement approved by National Company Law Tribunal vide its Order dated 25
March 2022 .
b. With effect from 7 December 2021, Aster Commodities DMCC, one of the subsidiary of the Company is dissolved and ceased to become the subsidiary
of the Company and has been consolidated upto the said date.
c. With effect from 18 October 2021, 61% stake of the Company in Edelweiss Gallagher Insurance Brokers Limited one of the subsidiary, have been
transferred to Arthur J. Gallagher & Co. , where by it ceased to become subsidiary from said date and has been consolidatd accordingly.
d. With effect from 31 January 2022, Company has increased its controlling stake in Edelweiss Tokio Life Insurance Company Limited, one of its subsidiary
from 51% to 66% and same has be consolidated accordinlgy.
e. With effect from 21 February 2022, Edelweiss Rural and Corporate Services Limited, wholly owned subsidiary of the Company has increased its stake in
Allium Finance Private Limited, one of its subsidiary from 70% to 85% and same has be consolidated accordinlgy.
f. Comtrade Commodities Services Limited (Formerly known as Edelweiss Comtrade Limited), a subsidiary of the Group has ceased its operation and does
not have any business activity planned for future. Accordingly the reformatted financial information for the year have been prepared on a non-going
concern basis.
g. With effect from 25 June 2021, Edelweiss Real Assets Managers Limited has been incorporated as a new wholly owned subsidiary of Group and has
been consolidated from the said date.
h. With effect from 29 June 2021, Sekura India Management Limited has been incorporated as a wholly owned subsidiary of Group and has been
consolidated from the said date.
i. With effect from 13 December 2021, subsidiary of the Company has purchased 5.23% stake of Edelweiss Securities Limited, its Associate, whereby it has
increase its total stake from 38.53% to 43.76% and accordingly associate pick up has been done in the consolidation for the year.
j. EW Special Opportunities Advisors LLC, a subsidiary of the Group has changed its basis of accounting for periods subsequent to 31 December 2020 from
the going concern basis to a liquidation basis.
k. Edelweiss Multi Strategy Fund Advisors LLP, a subsidiary of the Group has ceased its operation and does not have any business activity planned for
future. Accordingly the reformatted financial information for the year have been prepared on a non-going concern basis.
F - 227
Sr. Proportion of ownership

Name of the Entity Note Country of Incorporation
No. interest as at 31-Mar-2021
Subsidiaries
4 ECap Equities Limited India 100.00%
8 EC Commodity Limited India 100.00%
12 Edelweiss Comtrade Limited i India 100.00%
15 Edelweiss Multi Strategy Fund Advisors LLP k India 100.00%
18 Edelweiss Securities and Investment Private Limited India 100.00%
21 Edelweiss Capital (Singapore) Pte. Limited g Singapore -
24 Aster Commodities DMCC h United Arab Emirates 100.00%
27 Edelweiss Gallagher Insurance Brokers Limited India 70.00%
31 EW Special Opportunities Advisors LLC j Mauritius 67.00%
32 Edelweiss Tokio Life Insurance Company Limited India 51.00%
33 Allium Finance Private Limited India 70.00%
34 Edelweiss Securities Limited m India -
35 Edelweiss Finance & Investments Limited m India -
36 Edelweiss Broking Limited m India -
37 Edelweiss Custodial Services Limited m India -
38 Edelweiss Securities (IFSC) Limited m India -
39 ESL Securities Limited m India -
40 Edelweiss Investment Advisors Private Limited m Singapore -
41 Edelweiss Financial Services (UK) Limited m United Kingdom -
42 Edelweiss Financial Services Inc. m United States of America -
43 Edelweiss Securities (Hong Kong) Private Limited m Hong Kong -
44 Edelweiss Global Wealth Management Limited l India 100.00%
45 Edelweiss Finvest Limited a India -
46 EC Global Limited b Mauritius -
47 Lichen Metals Private Limited c India -
48 Edelweiss Capital Services Limited d India 51.00%
49 India Credit Investments Fund - II e India 100.00%
Associate
1 Edelweiss Securities Limited m India 38.53%
F - 228
Annexure V
Sr. Proportion of ownership

Trust Name Country of Incorporation
No. interest as at 31-Mar-2021

65 EARC Trust SC 406 India 100.00%
F - 229
Annexure V
Notes:
a) With effect from 01 April 2019, Edelweiss Finvest Limited have been merged with Edel Finance Company Limited , a subsidiary of the Group,
pursuant to the scheme of arrangement approved by National Company Law Tribunal vide its Order dated 22 February 2021 .
b) With effect from 01 September 2020, EC Global Limited have been merged with EC International Limited , a subsidiary of the Group, pursuant to
the scheme of arrangement approved by National Company Law Tribunal.
c) With effect from 30 March 2021, Lichen Metals Private Limited is sold and ceased to become the subsidiary of the Group and has not been
d) On 12 February 2021, a new subsidiary namely Edelweiss Capital Services Limited is incorporated under Group. Edelweiss Financial Services Limited
holds 51% stake of Edelweiss Capital Services Limited and has been consolidated from the said date.
e) With effect from 31 March 2021, Ecap Equities Limited and Edelweiss Rural & Corporate Services Limited, subsidiaries of the Group has invested in
the Fund namely, India Credit Investments Fund - II, whereby 100% stake is owned by the Group. Accordingly, India Credit Investments Fund - II is fully
controlled by the Group and accordingly has been consolidated from the said date.
f) With effect from 01 September 2020, Edel Land Limited a subsidiary of the Group has acquired 100% stake in Everest Securities & Finance Limited.
Subsequently, with effect from 26 March 2021 Everest Securities & Finance Limited got merged into Edel Land Limited. Accordingly same has been
consolidated from said dated.
g) With effect from 23 December 2020 Edelweiss Capital (Singapore) Pte. Limited, subsidiary of the Group has windup and accordingly consolidated till
the said date.
h) Aster Commodities DMCC, a subsidiary of the Group has changed its basis of accounting for periods subsequent to March 30, 2021 from the going
concern basis to a liquidation basis.
i) Edelweiss Comtrade Limited, a subsidiary of the Group has ceased its operation and does not have any business activity planned for future.
Accordingly the reformatted financial information for the year have been prepared on a non-going concern basis.
j) EW Special Opportunities Advisors LLC, a subsidiary of the Group has changed its basis of accounting for periods subsequent to 31 December 2020
from the going concern basis to a liquidation basis.
k) Edelweiss Multi Strategy Fund Advisors LLP, a subsidiary of the Group has ceased its operation and does not have any business activity planned for
future. Accordingly the reformatted financial information for the year have been prepared on a non-going concern basis.
l) Edelweiss Financial Services Limited holds 100% of share capital of Edelweiss Global Wealth Management Limited (EGWML) before considering the
effect of compulsory convertible debentures (CCD) issued by EGWML.
m) Refer note 63
F - 230
Annexure V
Proportion of ownership
Sr.
Name of the Entity Note Country of Incorporation interest as at 31-Mar-
No.
2020
Subsidiaries
1 Edelweiss Securities Limited India 100.00%
2 Edelweiss Finance & Investments Limited India 100.00%
4 Edelweiss Global Wealth Management Limited India 100.00%
5 Edelweiss Gallagher Insurance Brokers Limited (Formerly known as Edelweiss
e India 74.00%
Insurance Brokers Limited)
6 Edelweiss Trustee Services Limited a India -
9 ECap Equities Limited a India 100.00%
10 Edelweiss Broking Limited India 100.00%
14 EC Commodity Limited India 100.00%
16 Edelweiss Custodial Services Limited India 100.00%
19 Edelweiss Comtrade Limited India 100.00%
22 Edelweiss Multi Strategy Fund Advisors LLP India 100.00%
24 Edelweiss Holdings Limited a India -
26 Edelweiss Finvest Private Limited India 100.00%
27 Edelweiss Securities (IFSC) Limited India 100.00%
28 Alternative Investment Market Advisors Private Limited a India -
29 Edelweiss Securities Trading and Management Private Limited b India -
30 Edelweiss Securities and Investment Private Limited b India 100.00%
31 Edelweiss Securities (Hong Kong) Private Limited Hong Kong 100.00%
32 EC Global Limited Mauritius 100.00%
35 EFSL International Limited i Mauritius -
36 Edelweiss Capital (Singapore) Pte. Limited k Singapore 100.00%
39 Edelweiss Investment Advisors Private Limited Singapore 100.00%
40 Aster Commodities DMCC United Arab Emirates 100.00%
41 Edelweiss Financial Services (UK) Limited United Kingdom 100.00%
42 Edelweiss Financial Services Inc. United States of America 100.00%
44 EW Clover Scheme - 1 c India -
45 Edelvalue Partners g India -
47 Lichen Metals Private Limited India 100.00%
48 EW India Special Assets Advisors LLC h Mauritius -
52 EW Special Opportunities Advisors LLC Mauritius 67.00%
53 Edelweiss Tokio Life Insurance Company Limited India 51.00%
54 Allium Finance Private Limited India 70.00%
55 Retra Ventures Private Limited d India -
56 ESL Securities Limited f India 100.00%
F - 231
Annexure V

Proportion of ownership
Sr.
Trust Name Country of Incorporation interest as at 31-Mar-
No.
2020
32 EARC Trust - SC 350 India -
34 EARC Trust - SC 354 j India -
F - 232
Annexure V
Notes:
a) With effect from 22 November 2019, Edelweiss Trustee Services Limited, Edelweiss Holdings Limited and Alternative Investment Market Advisors Private Limited
have been merged with ECap Equities Limited, a wholly owned subsidiary of the Company, pursuant to the scheme of arrangement approved by National Company
Law Tribunal.
b) With effect from 19 November 2019, Edelweiss Securities Trading and Management Private Limited have been merged with Edelweiss Securities and Investment
Private Limited, a wholly owned subsidiary of the Company, pursuant to the scheme of arrangement approved by National Company Law Tribunal.
c) EW Clover Scheme - 1, a subsidiary has been wound up on 29 February, 2020 and has not been consolidated from the said date.
d) With effect from 19 March 2020, Retra Ventures Private Limited is ceased to be became a subsidiary of the company and has not been consolidated from the said
date.
e) The Company has reduced its stake in Edelweiss Insurance Brokers Limited from 100% to 74% during the year by allotment of 878,378 numbers of shares to Arthor
J. Gallagher & Co. on 25 October 2019. Subsequently name of the company is also changed to Edelweiss Gallagher Insurance Brokers Limited. Consequently,
Edelweiss Gallagher Insurance Brokers Limited has ceased to become a wholly owned subsidiary of the Company.
f) With effect from 01 October 2019, Edelweiss Securities Limited has incorporated a new subsidiary namely ESL Securities Limited and became a wholly subsidiary of
the company and has been consolidated from the said date.
g) With the required consent of the Partners of the Firm, the Firm has been dissolved with effect from 25 March 2019 vide Deed of Dissolution of Partnership of even
date.
h) Liquidation of EW India Special Assets Advisors LLC: The Company has ceased to carry on business and received liquidation confirmation from relevant Authority on
01 April 2019.
i) EFSL International Limited, a subsidiary has been wound up on 12 December 2019 and has not been consolidated from the said date.
j) With effect from 30 November 2019, EARC Trust SC 350 and EARC Trust SC 354 are ceased to be became a consolidated trust of the company and has not been
k) Edelweiss Capital (Singapore) Pte. Limited, the reformatted financial information have been prepared on a other than a going concern basis in accordance with the
Board of Directors' resolution dated 18 June 2020, whereby Directors has approved the winding up of the Company.
F - 233
59. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary (FY 2021-22)
Net Assets i.e. Total Assets minus Total

Share in Profit or Loss Share in Other Comprehensive Income Share in Total Comprehensive Income
Liabilities
Sr. As % of As % of
Name of the Entity
No. As % of As % of consolidated consolidated
Amount Amount Amount Amount
consolidated consolidated other total
( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions)
net assets profit or loss comprehensive comprehensive
Income Income
Parent
Edelweiss Financial Services Limited 65.86% 50,002.15 440.11% 9,333.56 0.01% (0.10) 1,007.53% 9,333.46
Subsidiaries
Indian
1 ECL Finance Limited 33.71% 25,594.48 37.42% 793.57 6.68% (79.83) 77.05% 713.74
2 Edelweiss Gallagher Insurance Brokers Limited - - 2.22% 47.06 (0.05)% 0.60 5.15% 47.66
3 Edelcap Securities Limited 0.79% 599.07 3.66% 77.61 0.01% (0.14) 8.36% 77.47
4 Edelweiss Asset Management Limited 2.40% 1,818.63 9.57% 202.91 0.20% (2.42) 21.64% 200.49
5 ECap Securities and Investments Limited (Formerly known as ECap Equities
Limited) (0.11)% (82.44) (5.53)% (117.26) 0.00% 0.00 (12.66)% (117.26)
6 Edelweiss Trusteeship Company Limited 0.01% 4.96 0.00% 0.06 0.00% (0.03) 0.00% 0.03
7 Edelweiss Housing Finance Limited 10.24% 7,776.33 6.51% 138.07 (0.01)% 0.09 14.91% 138.17
8 Edelweiss Investment Adviser Limited (3.99)% (3,025.57) (39.72)% (842.27) 0.01% (0.14) (90.94)% (842.41)
9 Edel Land Limited 6.55% 4,974.19 (63.73)% (1,351.52) (0.04)% 0.45 (145.85)% (1,351.07)
10 Edel Investments Limited 3.49% 2,652.25 2.38% 50.43 (0.01)% 0.10 5.45% 50.53
11 Edelweiss Rural & Corporate Services Limited 8.29% 6,292.55 (35.18)% (746.05) 1.52% (18.10) (82.49)% (764.14)
Comtrade Commodities Services Limited (Formerly known as Edelweiss
12 Comtrade Limited) 0.02% 11.88 (0.21)% (4.46) (0.01)% 0.09 (0.47)% (4.37)
13 Edel Finance Company Limited 16.57% 12,580.93 10.46% 221.79 0.06% (0.72) 23.86% 221.07
14 Edelweiss Retail Finance Limited 6.70% 5,087.29 8.71% 184.69 0.03% (0.39) 19.89% 184.30
15 Edelweiss Multi Strategy Fund Advisors LLP 0.01% 7.82 0.40% 8.38 - - 0.90% 8.38
16 Edelweiss Resolution Advisor LLP 0.00% 0.44 0.00% (0.04) - - 0.00% (0.04)
17 Edelweiss General Insurance Company Limited 1.78% 1,349.30 (49.46)% (1,048.89) 1.10% (13.11) (114.64)% (1,062.01)
18 Edelweiss Securities and Investment Private Limited 3.43% 2,602.17 16.03% 339.87 - - 36.69% 339.87
19 Edelweiss Alternative Asset Advisors Limited 2.04% 1,545.07 23.07% 489.32 0.33% (3.90) 52.40% 485.42
20 Edelgive Foundation 0.33% 250.87 0.75% 15.87 0.00% 0.05 1.72% 15.91
21 Edelweiss Private Equity Tech Fund 0.81% 614.93 (0.83)% (17.61) - - (1.90)% (17.61)
22 Edelweiss Value and Growth Fund 1.05% 794.16 8.68% 184.17 - - 19.88% 184.17
23 Edelweiss Asset Reconstruction Company Limited 32.61% 24,756.48 119.14% 2,526.70 0.29% (3.52) 272.37% 2,523.19
24 Edelweiss Tokio Life Insurance Company Limited 8.16% 6,193.74 (97.12)% (2,059.59) 79.58% (950.47) (324.93)% (3,010.06)
25 Allium Finance Private Limited 1.67% 1,271.63 11.92% 252.84 0.00% 0.02 27.30% 252.86
26 Edelweiss Capital Services Limited 0.73% 554.69 0.97% 20.47 0.03% (0.30) 2.18% 20.17
27 India Credit Investment Fund – II 6.15% 4,671.80 (0.85)% (17.97) - - (1.94)% (17.97)
28 Edelweiss Real Assets Managers Limited 0.13% 101.77 (0.41)% (8.69) 0.00% (0.04) (0.94)% (8.73)
29 Sekura India Management Limited 0.00% 0.64 0.02% 0.36 0.02% (0.22) 0.02% 0.14
30 Edelweiss Global Wealth Management Limited 4.69% 3,557.27 - - - - - -
F - 234
Annexure V
59. Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary (FY 2021-22) (Continued)

Liabilities
Sr. As % of As % of
Name of the Entity
No. As % of As % of consolidated consolidated
Amount Amount Amount Amount
consolidated consolidated other total
( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions)
net assets profit or loss comprehensive comprehensive
Income Income
Foreign
31 EC International Limited (0.17)% (127.66) (1.09)% (23.09) 0.30% (3.57) (2.88)% (26.66)
32 EAAA LLC 0.00% (1.83) (1.25)% (26.59) (0.02)% 0.20 (2.85)% (26.38)
33 EW Special Opportunities Advisors LLC 0.00% 0.08 (0.02)% (0.43) - - (0.05)% (0.43)
34 Edelweiss Alternative Asset Advisors Pte. Limited 0.67% 510.79 0.94% 20.03 (1.20)% 14.37 3.71% 34.39
35 Edelweiss International (Singapore) Pte. Limited 3.17% 2,404.77 21.75% 461.20 (5.49)% 65.60 56.87% 526.79
36 Aster Commodities DMCC - - (0.08)% (1.74) (0.27)% 3.18 0.16% 1.44
37 Controlled Trusts (1.74)% (1,319.78) (25.50)% (540.85) - - (58.38)% (540.85)
Non-Controlling Interests 13.89% 10,549.04 10.98% 232.90 38.64% (461.53) (24.68)% (228.63)
Adjustments arising out of consolidation (131.20)% (99,611.78) (360.29)% (7,640.64) (21.87)% 261.36 (796.57)% (7,379.27)
Associate (Investment as per the equity method) - Indian
Edelweiss Securities Limited 1.26% 960.10 45.58% 966.54 0.16% (1.94) 104.13% 964.60
Total 100.00% 75,923.20 100.00% 2,120.74 100.00% (1,194.37) 100.00% 926.37

0.00 indicated amount less than ₹ 0.01 million
F - 235
Annexure V
59 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary (FY2020-21)

Liabilities
Sr. As % of
Name of the Entity As % of
No. As % of As % of consolidated
Amount Amount Amount consolidated Amount
consolidated consolidated other
( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions) total comprehensive ( ₹ in Millions)
net assets profit or loss comprehensive
Income
Income
Parent
Edelweiss Financial Services Limited 53.74% 41,259.86 282.06% 7,162.08 (53.09)% 9.54 284.45% 7,171.63
Subsidiaries
Indian
1 Edelweiss Securities Limited* - - 21.08% 535.30 (333.99)% 60.04 23.61% 595.34
2 Edelweiss Finance & Investments Limited* - - 4.75% 120.53 (14.96)% 2.69 4.89% 123.22
3 ECL Finance Limited 32.33% 24,823.27 0.88% 22.34 (96.46)% 17.34 1.57% 39.68
4 Edelweiss Global Wealth Management Limited* - - (7.39)% (187.62) 1.59% (0.29) (7.45)% (187.91)
5 Edelweiss Gallagher Insurance Brokers Limited 1.70% 1,304.34 5.74% 145.69 (2.47)% 0.44 5.80% 146.13
6 Edelcap Securities Limited 0.68% 519.40 (22.71)% (576.73) 33.01% (5.93) (23.11)% (582.66)
7 Edelweiss Asset Management Limited 2.10% 1,611.99 1.88% 47.81 (11.96)% 2.15 1.98% 49.96
8 ECap Equities Limited 1.45% 1,113.47 (158.79)% (4,031.88) 4.35% (0.78) (159.95)% (4,032.66)
9 Edelweiss Broking Limited* - - 1.24% 31.44 (43.93)% 7.90 1.56% 39.34
10 Edelweiss Trusteeship Company Limited 0.01% 4.93 0.01% 0.16 0.06% (0.01) 0.01% 0.15
11 Edelweiss Housing Finance Limited 9.94% 7,627.99 1.47% 37.34 12.28% (2.21) 1.39% 35.13
12 Edelweiss Investment Adviser Limited (10.33)% (7,933.17) (207.97)% (5,280.88) (0.17)% 0.03 (209.46)% (5,280.85)
13 EC Commodity Limited (0.20)% (153.09) (3.38)% (85.79) (0.03)% 0.01 (3.40)% (85.78)
14 Edel Land Limited 0.10% 76.18 (10.06)% (255.38) (1.57)% 0.28 (10.12)% (255.10)
15 Edelweiss Custodial Services Limited* - - 38.54% 978.58 3.00% (0.54) 38.79% 978.05
16 Edel Investments Limited 3.39% 2,599.35 0.24% 6.19 1.12% (0.20) 0.24% 5.99
17 Edelweiss Rural & Corporate Services Limited 5.91% 4,538.25 (361.34)% (9,175.15) (63.49)% 11.41 (363.46)% (9,163.74)
18 Edelweiss Comtrade Limited 0.02% 16.25 (0.59)% (15.06) 13.77% (2.48) (0.70)% (17.54)
19 Edel Finance Company Limited 16.10% 12,359.86 (48.89)% (1,241.43) 2.28% (0.41) (49.26)% (1,241.84)
20 Edelweiss Retail Finance Limited 6.38% 4,899.26 10.58% 268.54 (1.81)% 0.32 10.66% 268.86
21 Edelweiss Multi Strategy Fund Advisors LLP 0.01% 7.75 (0.63)% (16.09) 0.00% 0.00 (0.64)% (16.09)
22 Edelweiss Resolution Advisor LLP 0.00% 0.72 0.20% 4.96 0.00% 0.00 0.20% 4.96
23 Edelweiss General Insurance Company Limited 1.55% 1,190.95 (35.85)% (910.34) 7.01% (1.26) (36.16)% (911.60)
24 Edelweiss Securities (IFSC) Limited* - - (0.54)% (13.66) 25.38% (4.56) (0.72)% (18.23)
25 Edelweiss Securities and Investment Private Limited 1.03% 789.15 1.13% 28.82 0.00% 0.00 1.14% 28.82
26 Edelweiss Alternative Asset Advisors Limited 1.32% 1,011.56 6.06% 153.94 (28.06)% 5.04 6.31% 158.99
27 Edelgive Foundation 0.31% 234.96 3.84% 97.39 (0.01)% 0.00 3.86% 97.39
28 Lichen Metals Private Limited - - (3.71)% (94.11) - - (3.73)% (94.11)
29 Edelweiss Private Equity Tech Fund 0.80% 615.32 (0.70)% (17.69) 0.00% 0.00 (0.70)% (17.69)
30 Edelweiss Value and Growth Fund 1.97% 1,511.79 0.03% 0.73 0.00% 0.00 0.03% 0.73
31 Edelweiss Asset Reconstruction Company Limited 28.94% 22,219.80 73.11% 1,856.31 2.99% (0.54) 73.61% 1,855.78
32 Edelweiss Tokio Life Insurance Company Limited 6.98% 5,360.46 (81.42)% (2,067.38) 336.94% (60.57) (84.40)% (2,127.95)
33 Allium Finance Private Limited 1.33% 1,018.77 2.64% 67.07 0.14% (0.03) 2.66% 67.05
34 ESL Securities Limited* - - (2.02)% (51.29) (0.75)% 0.14 (2.03)% (51.16)
35 Edelweiss Capital Services Limited 0.66% 503.78 (0.63)% (16.02) 1.09% (0.20) (0.64)% (16.22)
36 India Credit Investment Fund – II 4.14% 3,179.48 0.07% 1.75 0.00% 0.00 0.07% 1.75
F - 236
Annexure V
59 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary (FY2020-21) (Continued)

Liabilities
Sr. As % of
( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions) total comprehensive ( ₹ in Million)
Income
Income
Foreign
37 EC International Limited (0.13)% (101.00) 10.48% 266.03 116.55% (20.95) 9.72% 245.08
38 EAAA LLC 0.03% 24.55 (1.03)% (26.05) 7.40% (1.33) (1.09)% (27.38)
39 EW Special Opportunities Advisors LLC 0.00% 0.51 (0.11)% (2.76) 0.58% (0.10) (0.11)% (2.87)
40 Edelweiss Capital (Singapore) Pte. Limited 0.00% 0.00 2.11% 53.50 (14.07)% 2.53 2.22% 56.03
41 Edelweiss Alternative Asset Advisors Pte. Limited 0.62% 475.57 0.39% 9.97 (75.15)% 13.51 0.93% 23.48
42 Edelweiss International (Singapore) Pte. Limited 2.45% 1,877.97 13.64% 346.35 263.97% (47.45) 11.86% 298.90
43 Edelweiss Investment Advisors Private Limited 0.00% 0.00 0.34% 8.68 (9.78)% 1.76 0.41% 10.44
44 Aster Commodities DMCC 0.26% 197.20 (1.34)% (34.03) 85.75% (15.41) (1.96)% (49.45)
45 Edelweiss Financial Services (UK) Limited* - - 0.05% 1.31 (9.95)% 1.79 0.12% 3.10
46 Edelweiss Financial Services Inc.* - - 2.27% 57.75 37.24% (6.70) 2.03% 51.06
47 Edelweiss Securities (Hong Kong) Private Limited* - - 0.29% 7.30 8.57% (1.54) 0.23% 5.76
48 Controlled Trusts (1.01)% (778.94) 7.11% 180.64 0.00% 0.00 7.16% 180.64
Non-Controlling Interests 14.33% 10,998.36 99.29% 2,521.23 635.07% (114.16) (1.18)% (29.85)
Adjustments arising out of consolidation (88.90)% (68,232.40) 457.83% 11,625.16 (728.14)% 130.91 562.94% 14,192.97
Associate (Investment as per the equity method) - Indian
Edelweiss Securities Limited (wef 27 March 2021) (0.01)% (4.50) (0.25)% (6.35) (10.30)% 1.85 (0.18)% (4.50)
Total 100.00% 76,769.95 100.00% 2,539.20 100.00% (17.97) 100.00% 2,521.23

0.00 indicated amount less than ` 0.01 million
* Refer note 63
F - 237
Annexure V
59 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary (FY2019-20)

Liabilities
Sr. As % of
( ₹ in Millions) ( ₹ in Millions) ( ₹ in Millions) total comprehensive ( ₹ in Millions)
Income
Income
Parent
Edelweiss Financial Services Limited 47.93% 34,545.70 (4.04%) 825.79 (0.01%) (0.47) (5.25%) 825.32
Subsidiaries
Indian
1 Edelweiss Securities Limited 5.76% 4,153.12 (3.03%) 619.64 6.58% 311.03 (5.92%) 930.67
2 Edelweiss Finance & Investments Limited 6.41% 4,618.70 (0.90%) 184.29 (0.07%) (3.25) (1.15%) 181.04
3 ECL Finance Limited 34.39% 24,783.61 69.21% (14,144.59) 9.66% 456.52 87.12% (13,688.07)
4 Edelweiss Global Wealth Management Limited 0.03% 19.61 0.72% (148.07) 0.00% 0.01 0.94% (148.06)
Edelweiss Gallagher Insurance Brokers Limited (Formerly known as
5 Edelweiss Insurance Brokers Limited) 1.15% 826.89 (0.46%) 94.48 (0.03%) (1.35) (0.59%) 93.12
6 Edelcap Securities Limited 1.53% 1,102.06 4.14% (846.97) (0.01%) (0.37) 5.39% (847.33)
7 Edelweiss Asset Management Limited 2.17% 1,562.04 (0.06%) 12.07 (0.03%) (1.35) (0.07%) 10.72
8 ECap Equities Limited 1.59% 1,146.14 3.01% (615.72) (17.94%) (847.90) 9.32% (1,463.61)
9 Edelweiss Broking Limited 2.27% 1,635.35 1.48% (301.76) (0.24%) (11.23) 1.99% (312.99)
10 Edelweiss Trusteeship Company Limited 0.01% 4.78 (0.00%) 0.31 - - (0.00%) 0.31
11 Edelweiss Housing Finance Limited 10.67% 7,690.74 (0.08%) 15.55 (0.02%) (1.08) (0.09%) 14.47
12 Edelweiss Investment Adviser Limited (3.68%) (2,652.32) 15.09% (3,084.81) 0.00% 0.05 19.63% (3,084.76)
13 EC Commodity Limited (0.09%) (67.30) 0.26% (53.18) (9.02%) (426.21) 3.05% (479.39)
14 Edel Land Limited (0.31%) (226.50) 0.07% (14.08) (1.71%) (80.66) 0.60% (94.74)
15 Edelweiss Custodial Services Limited 3.15% 2,268.76 (7.10%) 1,451.85 0.00% 0.05 (9.24%) 1,451.89
16 Edel Investments Limited 3.60% 2,593.36 1.53% (312.57) 0.00% 0.05 1.99% (312.52)
17 Edelweiss Rural & Corporate Services Limited 5.83% 4,201.61 12.59% (2,572.62) 21.24% 1,003.78 9.98% (1,568.84)
18 Edelweiss Comtrade Limited 0.05% 33.79 (0.01%) 1.34 (0.08%) (3.73) 0.02% (2.39)
19 Edel Finance Company Limited 1.77% 1,277.07 1.66% (339.17) 0.03% 1.56 2.15% (337.61)
20 Edelweiss Retail Finance Limited 6.42% 4,630.39 (0.05%) 10.66 (0.00%) (0.15) (0.07%) 10.51
21 Edelweiss Multi Strategy Fund Advisors LLP 0.00% 0.35 0.01% (2.29) (35.97%) (1,700.00) 10.83% (1,702.29)
22 Edelweiss Resolution Advisor LLP 0.01% 4.06 (0.01%) 2.39 - - (0.02%) 2.39
23 Edelweiss General Insurance Company Limited 1.74% 1,252.65 4.60% (940.11) (0.00%) (0.01) 5.98% (940.12)
24 Edelweiss Finvest Private Limited 14.40% 10,374.63 (1.22%) 248.38 0.00% 0.16 (1.58%) 248.54
25 Edelweiss Securities (IFSC) Limited 0.18% 131.93 0.09% (18.90) 0.23% 10.97 0.05% (7.93)
26 Edelweiss Securities and Investment Private Limited 1.05% 760.33 (0.83%) 170.16 - - (1.08%) 170.16
27 Edelweiss Alternative Asset Advisors Limited (0.48%) (347.43) (0.87%) 177.99 0.02% 0.78 (1.14%) 178.77
28 EW Clover Scheme - 1 (0.00%) - (0.10%) 20.73 - - (0.13%) 20.73
29 Edelgive Foundation 0.32% 233.36 (0.04%) 7.35 - - (0.05%) 7.35
30 Lichen Metals Private Limited 0.37% 266.94 (0.04%) 7.77 (0.00%) (0.01) (0.05%) 7.77
31 Edelweiss Private Equity Tech Fund 0.88% 633.01 (1.28%) 262.28 - - (1.67%) 262.28
32 Edelweiss Value and Growth Fund 2.09% 1,506.93 (2.61%) 533.37 - - (3.39%) 533.37
33 Edelweiss Asset Reconstruction Company Limited 28.26% 20,364.07 (14.75%) 3,015.46 (0.02%) (0.72) (19.19%) 3,014.74
34 Edelweiss Tokio Life Insurance Company Limited 10.39% 7,488.41 13.36% (2,730.12) 21.01% 992.81 11.06% (1,737.31)
35 Allium Finance Private Limited 1.32% 951.72 (0.35%) 71.92 (0.00%) (0.01) (0.46%) 71.91
36 Retra Ventures Private Limited (0.00%) - 0.21% (42.10) - - 0.27% (42.10)
37 ESL Securities Limited (0.00%) (0.06) 0.00% (0.16) - - 0.00% (0.16)
F - 238
Annexure V
59 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary (FY2019-20) (Continued)

Liabilities
Sr. As % of
( ₹ in Million) ( ₹ in Million) ( ₹ in Million) total comprehensive ( ₹ in Million)
Income
Income
Foreign
38 EC Global Limited 0.33% 237.05 (0.91%) 186.32 5.27% 249.26 (2.77%) 435.58
39 EC International Limited 0.20% 140.68 (13.94%) 2,848.14 (0.86%) (40.71) (17.87%) 2,807.43
40 EAAA LLC 0.07% 51.93 0.08% (15.38) 0.10% 4.65 0.07% (10.73)
41 EFSL International Limited 0.00% - 0.00% (0.36) (0.00%) (0.03) 0.00% (0.38)
42 EW Special Opportunities Advisors LLC 0.00% 3.37 0.01% (1.87) (0.06%) (2.89) 0.03% (4.76)
43 Edelweiss Capital (Singapore) Pte. Limited 0.02% 16.79 0.29% (59.14) 0.03% 1.37 0.37% (57.76)
44 Edelweiss Alternative Asset Advisors Pte. Limited 0.63% 452.09 (0.24%) 48.42 0.34% 16.30 (0.41%) 64.73
45 Edelweiss International (Singapore) Pte. Limited 2.19% 1,579.01 (0.41%) 84.32 2.81% 132.99 (1.38%) 217.31
46 Edelweiss Investment Advisors Private Limited 0.15% 111.65 (0.03%) 6.04 0.09% 4.08 (0.06%) 10.12
47 Aster Commodities DMCC 0.85% 612.13 0.06% (12.67) 1.76% 83.14 (0.45%) 70.47
48 Edelweiss Financial Services (UK) Limited 0.04% 26.39 (0.00%) 0.93 0.02% 0.74 (0.01%) 1.67
49 Edelweiss Financial Services Inc. 0.17% 119.40 (0.13%) 26.03 0.19% 9.22 (0.22%) 35.25
50 Edelweiss Securities (Hong Kong) Private Limited 0.06% 42.53 0.18% (36.33) 0.01% 0.56 0.23% (35.77)
51 Controlled Trusts (1.33%) (959.58) 2.42% (494.65) - - 3.15% (494.65)
Non-Controlling Interests 14.96% 10,783.66 (0.07%) 14.73 10.26% 484.88 (3.18%) 499.61
Adjustments arising out of consolidation (109.50%) (78,914.83) 22.50% (4,598.81) 86.40% 4,083.59 3.28% (515.26)
Total 100.00% 72,070.77 100.00% (20,437.72) 100.00% 4,726.42 100.00% (15,711.30)
F - 239
Annexure V
60. Key disclosures related to life insurance business
a Life insurance and Investment Contract Liability

Linked Total gross With DPF Linked Others Total gross With DPF Linked Others Total gross
With DPF Others
Business liabilities Business liabilities Business liabilities
Insurance Contract Liability

Life 10,057.42 16,105.49 25,834.89 51,997.81 7,257.89 12,594.42 20,917.85 40,770.16 4,894.47 6,692.92 16,391.50 27,978.89
Health - - 61.22 61.22 - - 53.61 53.61 - - 46.88 46.88
Annuity - - 595.98 595.98 - - 383.12 383.12 - - 365.63 365.63
Pension 1,143.28 304.33 - 1,447.61 1,047.07 349.59 - 1,396.66 851.73 271.47 - 1,123.20
Total 11,200.70 16,409.82 26,492.09 54,102.62 8,304.96 12,944.01 21,354.58 42,603.55 5,746.20 6,964.39 16,804.01 29,514.60
Investment Contract Liability

Life - 884.09 458.63 1,342.72 - 786.35 440.57 1,226.92 - 652.86 322.11 974.97
Health - - - - - - - - - - - -
Annuity - - - - - - - - - - - -
Pension - - - - - - - - - - - -
Total - 884.09 458.63 1,342.72 - 786.35 440.57 1,226.92 - 652.86 322.11 974.97
b Movement of life insurance contract liabilities

With DPF Linked Others Total With DPF Linked Others Total With DPF Linked Others Total
Business Business Business
Gross Liability at the beginning of

8,304.94 12,944.01 21,354.58 42,603.53 5,746.20 6,964.39 16,804.03 29,514.62 3,869.06 6,051.42 13,333.66 23,254.14
the year
Add/(Less)
Premium 4,431.80 3,293.54 6,847.76 14,573.10 3,650.46 3,144.03 5,446.32 12,240.81 2,327.17 2,790.09 5,180.92 10,298.18
Unwinding of the discount /
371.22 2,258.65 1,397.45 4,027.32 774.79 3,796.94 1,111.35 5,683.08 590.87 (1,237.80) 879.12 232.19
Interest credited
Changes in valuation for expected
(1,641.00) (506.57) (1,968.66) (4,116.23) (1,631.68) (445.68) (1,379.61) (3,456.97) (887.59) (394.79) (1,333.61) (2,615.99)
future benefits
Insurance liabilities released (343.69) (1,562.04) (1,020.01) (2,925.74) (377.29) (564.07) (879.68) (1,821.04) (256.47) (268.58) (1,326.09) (1,851.14)
Undistributed Participating
33.45 - - 33.45 13.49 - - 13.49 11.35 - - 11.35
Policyholders surplus (UPPS)
Others - - - - - - - - - - - -
Change in other Liabilities 43.99 (17.78) (119.03) (92.82) 128.97 48.40 252.20 429.57 91.81 24.05 70.01 185.87
Gross Liability at the end of the
11,200.71 16,409.81 26,492.09 54,102.61 8,304.94 12,944.01 21,354.61 42,603.56 5,746.20 6,964.39 16,804.01 29,514.60
year
F - 240
Annexure V
60. Key disclosures related to life insurance business (Continued)
c. Investment contract liabilities without DPF are stated at fair value.

The investment contracts measured at fair value are mainly unit linked in structure and the fair value of the liability is equal to the unit reserve plus additional non-unit reserves, if required, on a fair value basis. These contracts are classified as Level 1 in the fair value hierarchy
when the unit reserve is calculated as the publicly quoted unit price multiplied by the number of units in issue and any non-unit reserve is insignificant. Where the unit price is not publicly-available these contracts are classified as Level 2 in the fair value hierarchy provided the
additional non-unit reserve is an insignificant input to the valuation. Where the non-unit reserve is a significant input in the valuation, the contracts are classified at Level 3 in the fair value hierarchy. The Group takes credit risk into account in assessing the fair value of the
liabilities.
Investment contract liabilities without DPF are further analysed as follows:
31-Mar-22 31-Mar-21 31-Mar-20

Linked Linked Linked
Particulars Others Total Others Total Others Total
At the beginning of the year 786.35 440.58 1,226.93 652.86 322.11 974.97 574.80 261.27 836.07
Additions
Premium 62.83 6.12 68.95 22.67 218.91 241.58 141.58 45.05 186.63
Interest and Bonus credited to policyholders 76.81 27.86 104.67 157.37 20.16 177.53 7.19 21.82 29.01
Others 0.08 (1.42) (1.34) 0.17 1.35 1.52 0.13 0.06 0.19
Deductions
Withdrawals / Claims (28.62) (13.32) (41.94) (35.28) (120.49) (155.77) (61.85) (4.60) (66.45)
Fee Income and Other Expenses (13.36) (1.18) (14.54) (11.44) (1.46) (12.90) (8.99) (1.49) (10.48)
At the end of the year 884.09 458.64 1,342.73 786.35 440.58 1,226.93 652.86 322.11 974.97
Change in insurance contract liabilities

With DPF Linked Others Total With DPF Linked Others Total With DPF Linked Others Total
a) Policy Liabilities (Gross) 2,895.74 3,465.81 5,137.51 11,499.06 2,558.76 5,979.61 4,550.58 13,088.95 1,877.15 912.97 3,470.38 6,260.50
b) Amount ceded in - (0.04) (39.36) (39.40) - 0.37 (449.32) (448.95) - (0.27) (92.54) (92.81)
reinsurance
c) Amount accepted in - - - - - - - - - - - -
reinsurance
Net change in insurance 2,895.74 3,465.77 5,098.15 11,459.66 2,558.76 5,979.98 4,101.26 12,640.00 1,877.15 912.70 3,377.84 6,167.69
contract liabilities
Change in Reinsurance assets

Opening Reinsurance Assets 3,393.36 2,944.41 2,851.61
Premium 331.70 358.33 446.04
Unwinding of the Discount/Interest Credited 200.48 176.08 169.70
Change in Valuation for expected future benefits (214.65) (177.95) (145.23)
Insurance Liabilities released (278.12) 92.49 (377.71)
Closing Reinsurance Assets 3,432.77 3,393.36 2,944.41
At 31 March 2022, 31 March 2021 and 31 March 2020, the Company conducted an impairment review of the reinsurance assets and there is no impairement loss for the year.
During the year, the Company entered into reinsurance arrangements that resulted in profit of ₹ 987.18 million for the financial year 2021-22 (FY 2020-21: ₹ 124.64 million and FY 2019-20: ₹ 54.18 million). This profit has been reflected in the statement of profit or loss.
At 31 March 2022, 31 March 2021 and 31 March 2020, there are no impaired reinsurance assets.
F - 241
Annexure V
d. Key Assumptions
Liabilities for life insurance policies are determined by the Appointed Actuary in accordance with the IRDAI regulations and relevant actuarial practice standards & guidance notes issued by the Institute of Actuaries of India. For Linked business (UL), separate unit and non-unit
reserve is maintained. The unit reserve is the current value of the assets underlying the unit funds and the non-unit reserve is kept to meet the liabilities due to the cost of insurance, expenses, commissions etc. in excess of future charges. For discontinued policies under UL
products the fund is transferred to a separate discontinuance fund as per IRDAI regulations and the same has been kept as reserves. Further, for the discontinuance polices, the non-unit reserves are also kept.
The reserves/ liabilities under non-linked business is calculated using a prospective gross premium method of valuation. The reserves are established having regard to the assumptions as to future experience, including the interest rate that will be earned on premiums not yet
received and future bonus rates for participating business. Assumptions as to the future bonus rates are set to be consistent with the interest rate assumptions. For participating policies, the valuation interest rate used is 6.00% (no change from last year). For non-par policies,
the valuation interest rate ranges between 5.58% - 6.75% (no change from last year) for the first 5 years and 4.00% - 6.00% (no change from last year) thereafter (for annuity, 2% assumed for year greater than 50 years).
The lapse assumptions are based on various factors namely the actual experience, credibility of the experience, pricing assumptions, trend from actual experience and consistency from past year’s assumptions. For lapsed policies, revival reserves are maintained (till the policies
are within the revival year) assuming 10.00% (previous year 10.00%) of them will get revived.
Mortality assumptions are set with reference to the published IALM (2012-2014) Ultimate Mortality Table. The mortality assumptions are based on various factors namely the actual experience, credibility of the experience, pricing assumptions, trend from actual experience and
consistency from past year’s assumptions. For annuity product, mortality rates are set with reference to the IIAM 12-15 - Indian Individual Annuitant Mortality Table (2012-15). Assumptions for morbidity and incidence of accidental death are based on terms available from
reinsurers and the standard morbidity rate table CIBT 93 (Critical Illness Base Table for year 93).
Assumptions for future expenses are considered as per the file & use assumptions (which are derived from long term business plan of the Company) or similar existing product assumptions and these expenses escalated each year by 5.00% p.a. (FY 2020-21: 5.00% and FY 2019-
20: 5%) to allow for inflation. An additional reserve has been included to allow for the contingency of closure to new business and to cover maintenance expense overrun.
Commission has been allowed for at the rates specified in the products file and use.
Further it has been ensured that for each policy the reserve is sufficient to pay the surrender value.
For participating products, terminal bonuses are provisioned such that the reserves are at least equal to asset share at product level.
The provisions have been made for incurred but not reported death claims (IBNR), free look reserve, unearned premium reserve of the extra premium collected etc.
Free look assumption has been set based on the actual cancellation experience observed by the company for all lines of business, trend of the experience in the last few years and consistency of the rate in comparison to the past year. The assumption of free look rate is set at
4% this year (no change from last year).
For riders, both unearned premium and gross premium reserves are calculated and the higher of these two is held as reserve. For OYRGTL plan (One Year Renewable Group Term Life), the Unearned Premium Reserve is calculated as premium for the unexpired duration. In
addition, the premium deficiency reserve and IBNR is also kept for OYRGTL.
The Company has continued to provision for additional margin for adverse deviation (MAD) to mitigate the risk due to Covid-19 pandemic risk under Actuarial Liability. Further, the Company has kept additional Covid-19 related provision in anticipation of elevated COVID related
claims.
Portfolio assumptions impacting net liabilities Range FY 2022 FY 2021 FY 2020

Mortality rates (as a % of Indian
Assured Lives Mortality (2006- Max 230% (Without MAD)* 215% (Without MAD)* 215% (Without MAD)*
08))**
Min 22% (Without MAD) 21% (Without MAD) 20% (Without MAD)
Discount/ interest rates*** Max 8% (Without MAD) 7.75% (Without MAD) 7.75% (Without MAD)
Min 7.25% (Without MAD) 5% (Without MAD) 7% (Without MAD)
9773 (INFL @5%) (without MAD) 9308 (INFL @5%) (without MAD) 8865 (INFL @5%) (without MAD)
Expense**** Max 19 (INFL @ 5%) (without MAD) for micro 18 (INFL @ 5%) (without MAD) for 17 (INFL @ 5%) (without MAD) for
Insurance plan micro Insurance plan micro Insurance plan
289 (INFL @ 5%) (without MAD) 276 (INFL @ 5%) (without MAD) 263 (INFL @ 5%) (without MAD)
Min 12 (INFL @ 5%) (without MAD) for micro 11 (INFL @ 5%) (without MAD) for 11 (INFL @ 5%) (without MAD) for
Insurance plan micro Insurance plan micro Insurance plan
Mortality: 10%; additional 5% MAD to cater Mortality: 10%; additional 5% MAD Mortality: 10%; additional 5% MAD to
MAD*
COVID19 pandemic risk to cater COVID19 pandemic risk cater COVID19 pandemic risk
Interest: 85 - 575 bps Interest: 75 - 550 bps Interest: 75 - 550 bps

Expenses: 10% Expenses: 10% Expenses: 10%
* Margin for Adverse Deviation (MAD) is over and above the base rate mentioned above.
** Mortality rates (excluding annuity products) are expressed as % of Indian Assured Lives Mortality (2012-14) and for annuity it is expressed as % of IIAM 12-15 - Indian Individual Annuitant Mortality Table (2012-15). Further in Annuity plans, Mortality improvement of 1% per
annum till attained age of 64 and 0.5% per annum thereafter has been assumed from the current rates.
*** Under Unit linked, for unit growth rate (i.e. Investment return) weighted average growth rate of various unit funds is used.
**** The value of future expenses has been derived to allow for all the future maintenance expenses as applicable namely fixed per policy, renewal premium (0%-2%)/ commission (0%-25%) related, fund (0%-0.25%) related etc. The limits for fixed per policy expenses are as
mentioned above in the table.
F - 242
Annexure V
e. Sensitivity Analysis
The following analysis is performed for reasonably possible movements in key assumptions with all other assumptions held constant, showing the impact on gross liabilities.
The correlation of assumptions will have a significant effect in determining the ultimate claims liabilities, but to demonstrate the impact due to changes in assumptions, assumptions had to be changed on an individual basis. It should be noted that movements in these
assumptions are non–linear. The method used for deriving sensitivity information and significant assumptions made did not change from the previous year. The sensitivities are same as shared with Regulators during annual reporting.
For Year Ended 31-Mar-22
Gross Liability
Sensitivity Parameters Insurance Contracts Investment Contracts
With DPF Linked Others Linked Others
Mortality increased by 10% 11,204.36 16,412.09 27,707.89 884.09 458.64
Mortality decreased by 10% 11,197.15 16,408.28 25,298.98 884.09 458.64
Lapses increased by 10% 11,199.72 16,409.50 26,148.37 884.09 458.64
Lapses decreased by 10% 11,201.84 16,410.17 26,862.30 884.09 458.64
Expenses increased by 10% 11,204.57 16,410.35 26,634.27 884.09 458.64
Expenses decreased by 10% 11,196.97 16,409.39 26,349.91 884.09 458.64
Interest Rate increased by 100 bps 10,321.02 16,295.02 21,720.15 870.95 458.64
Interest Rate decreased by 100 bps 12,262.24 16,535.48 32,845.28 898.03 458.64
Inflation Rate increased by 100 bps 11,203.05 16,410.34 26,621.61 884.09 458.64
Inflation Rate decreased by 100 bps 11,198.67 16,409.57 26,378.71 884.09 458.64

Gross Liability

Gross Liability
F - 243
Annexure V
Gross premiums on insurance contracts and investment contracts with DPF

Particulars 2021-22 2020-21 2019-20
Life Insurance 14,573.78 12,240.81 10,298.21
Total Gross Premiums 14,573.78 12,240.81 10,298.21
Premiums ceded to reinsurers on insurance contracts and investment contracts with DPF 2021-22 2020-21 2019-20
Particulars
Life Insurance (331.70) (358.33) (446.04)
Total premiums ceded to reinsurers (331.70) (358.33) (446.04)
Net benefits and claims 2021-22 2020-21 2019-20

Particulars
a. Gross benefits and claims paid
Life insurance contracts 4,478.74 2,011.29 1,187.26
Investment contracts with DPF - - -
Total gross benefits and claims paid 4,478.74 2,011.29 1,187.26
b. Claims ceded to reinsurers
Life insurance contracts (1,325.35) (520.94) (373.29)
Investment contracts with DPF - - -
Total claims ceded to reinsurers (1,325.35) (520.94) (373.29)
Net benefits and claims 3,153.39 1,490.35 813.97
F - 244
61. Key disclosures related to General Insurance business
Contract Liability for General Insurance business

Premium earned
Gross Premium on insurance contracts
Particular 2021-22 2020-21 2019-20
Gross written Premium 3,610.19 2,264.46 1,586.05
Change in reserve for unexpired risks (618.48) (267.73) (476.69)
Gross Earned Premium (a) 2,991.71 1,996.73 1,109.36
Premium ceded to reinsurers on insurance contracts
Particular 2021-22 2020-21 2019-20

Premium on reinsurance ceded 1,118.15 424.73 268.30
Change in reserve for unexpired risks (453.76) (50.39) (84.40)
Premium ceded to reinsurers (b) 664.39 374.34 183.90
Total Premium Earned (net) (a - b) 2,327.32 1,622.39 925.46
Change in actuarial liability
Particular 2021-22 2020-21 2019-20

Gross Claim Paid 2,142.34 1,285.48 686.12
Claims Ceded to reinsurer on Gross Claims Paid (251.14) (89.32) (52.78)
Net Claims Paid 1,891.20 1,196.16 633.34
Change in Gross Claims Outstanding 82.56 149.39 151.51
Change in Cededing to reinsurer on Gross Claims Outstanding (1.29) (72.89) (9.61)
Net Claims Outstanding 1,972.47 1,272.66 775.24
Change in Gross IBNR 546.92 500.52 341.61

Change in Cededing to reinsurer on Gross IBNR (268.59) (115.56) (55.30)
Net IBNR 278.33 384.96 286.31
Change in Gross Premium deficiency Reserve (38.36) (1.41) (33.00)
Change in Cededing to reinsurer on Premium deficiency Reserve - - -
Net Premium deficiency Reserve (38.36) (1.41) (33.00)
Change in actuarial liability 239.97 383.55 253.31
Reinsurance asset
Particular 31-Mar-22 31-Mar-21 31-Mar-20

Reinsurance on Insurance Contract 370.32 370.32 133.37
Gross Insurance contract liabilities 3,889.84 2,946.56 2,030.33
Reinsurance asset relating to Insurance contracts 1,340.24 666.99 428.14
Net Insurance contract liabilities 2,549.60 2,279.57 1,602.19
Gross Insurance contract liabilities 31-Mar-22 31-Mar-21 31-Mar-20

Gross Claims Outstanding 442.34 359.78 210.39
Gross IBNR 1,659.69 1,112.77 612.25
Gross Premium deficiency Reserve 1.41 38.36 39.77
Gross Reserve for unexpired risks 1,786.39 1,435.65 1,167.92
Gross Insurance contract liabilities 3,889.83 2,946.56 2,030.33
Reinsurance asset relating to Insurance contracts 31-Mar-22 31-Mar-21 31-Mar-20

Reinsurance of Claims Outstanding 86.17 84.88 11.98
Reinsurance of IBNR 473.97 205.38 89.83
Reinsurance of Premium deficiency Reserve - - -
Reinsurance of Reserve for unexpired risks 780.09 376.73 326.33
Reinsurance of Insurance contract liabilities 1,340.23 666.99 428.14
F - 245
Annexure V
61. Key disclosures related to General Insurance business (Continued)
Net Insurance contract liabilities 2021-22 2020-21 2019-20

Net Claims Outstanding 356.18 274.90 198.41
Net IBNR 1,185.71 907.38 522.42
Net Premium deficiency Reserve 1.41 38.36 39.78
Net Reserve for unexpired risks 1,006.30 1,058.92 841.58
Net Insurance contract liabilities 2,549.60 2,279.56 1,602.19
Reconciliation of Claims Outstanding 2021-22 2020-21 2019-20

Gross Claims Outstanding at the beginning of year 210.39 210.39 58.88
Gross Change in claims reserve 231.95 149.39 151.51
Gross Claims Outstanding at the end of year 442.34 359.78 210.39
Reinsurance of Claims Outstanding at the beginning of year 11.99 11.99 2.38

Reinsurance of Change in claims reserve 74.18 72.88 9.61
Reinsurance of Claims Outstanding at the end of year 86.17 84.87 11.99
Net Claims Outstanding at the beginning of year 198.41 198.41 56.50

Net Change in claims reserve 157.77 76.49 141.91
Net Claims Outstanding at the end of year 356.18 274.90 198.41
Reconciliation of Incurred but not reported (IBNR) 2021-22 2020-21 2019-20

Gross IBNR Outstanding at the beginning of year 612.25 612.25 270.65
Gross Change in IBNR reserve 1,047.44 500.52 341.60
Gross IBNR Outstanding at the end of year 1,659.69 1,112.77 612.25
Reinsurance of IBNR Outstanding at the beginning of year 89.83 89.83 34.53

Reinsurance of Change in IBNR reserve 384.15 115.56 55.30
Reinsurance of IBNR Outstanding at the end of year 473.98 205.39 89.83
Net IBNR Outstanding at the beginning of year 522.42 522.42 236.11

Net Change in IBNR reserve 663.29 384.96 286.31
Net IBNR Outstanding at the end of year 1,185.71 907.38 522.42
Reconciliation of Premium deficiency Reserve 2021-22 2020-21 2019-20

Gross Premium deficiency Reserve Outstanding at the beginning of year 39.78 39.78 72.78
Gross Change in Premium deficiency reserve (38.36) (1.42) (33.00)
Gross Premium deficiency Reserve Outstanding at the end of year 1.42 38.36 39.78
Net Premium deficiency Reserve Outstanding at the beginning of year 39.78 39.78 72.78
Net Change in Premium deficiency reserve (38.36) (1.41) (33.00)
Net Premium deficiency Reserve Outstanding at the end of year 1.42 38.37 39.78
Reserve for unexpired risks 2021-22 2020-21 2019-20

Gross Reserve for unexpired risks Outstanding at the beginning of year 1,167.91 1,167.91 691.22
Gross Change in Reserve for unexpired risks reserve 618.48 267.73 476.69
Gross Reserve for unexpired risks Outstanding at the end of year 1,786.39 1,435.64 1,167.91
Reinsurance of Reserve for unexpired risks Outstanding at the beginning of year 326.33 326.33 241.93
Reinsurance of Change in Reserve for unexpired risks reserve 453.76 50.39 84.40
Reinsurance of Reserve for unexpired risks Outstanding at the end of year 780.09 376.72 326.33
Net Reserve for unexpired risks Outstanding at the beginning of year 841.59 841.59 449.30
Net Change in Reserve for unexpired risks reserve 164.72 217.33 392.29
Net Reserve for unexpired risks Outstanding at the end of year 1,006.31 1,058.92 841.59
F - 246
Annexure V
61. Key disclosures related to General Insurance business (Continued)
Geographical concentration:
The Company has its operation only in India.
Sensitivity Analysis to key assumptions

The following analysis is performed for reasonably possible movements in ‘Ultimate Loss ratio’ with all other assumptions held
constant, showing the impact on gross and \net liabilities, profit before tax and equity.
The correlation of assumptions will have a significant effect in determining the ultimate claims liabilities, but to demonstrate the
impact due to changes in assumptions, assumptions had to be changed on an individual basis. It should be noted that movements
in these assumptions are linear. The method used for deriving sensitivity information and significant assumptions made did not
change from the previous year.
2021-22 Change in Increase / Increase / Increase / Increase /

Assumption (Decrease) on (Decrease) on (Decrease) on (Decrease) on
Gross Liability Net Liability Profit Before Tax Equity
Ultimate Loss Ratio 10.00% 415.62 438.70 438.70 -
Ultimate Loss Ratio (10.00)% (415.62) (438.70) (438.70) -


F - 247
62. Impact of Covid

(FY 2021-22)
The uncertainty on account of COVID-19 outbreak continues to have adverse effect across the world economy including India. However, recent results from the industry is
showing signs of revival signaling a return in economic growth. The impact of the COVID-19 pandemic, on Group’s results, including credit quality and provisions, gain/loss on fair
value changes, investment, remains uncertain and dependent on actual visibility of growth over coming quarters and steps taken by the government, RBI and other regulators to
mitigate the economic impact and foster speedier growth. Further, the Group has assessed the impact of the COVID-19 pandemic on its liquidity and ability to repay its
obligations as and when they are due. Management has considered various financial support from banks and other fundraising opportunities in determining the Group liquidity
position over the next 12 months. Based on the foregoing and necessary stress tests considering various scenarios, management believes that the Group will be able to pay its
obligations as and when these become due in the foreseeable future. In assessing the recoverability of loans, receivables, deferred tax assets, intangible assets (including
goodwill), investments and in case of life insurance business, estimate of claims, the Group has considered internal and external sources of information, including credit reports,
economic forecasts and industry reports up to the date of approval of these reformatted consolidated financial information. Since the situation continue to evolve, its effect on
the operations of the Group may be different from that estimated as at the date of approval of these reformatted consolidated financial information. The Group will continue to
closely monitor material changes in markets and future economic conditions.
(FY 2020-21)
The COVID-19 pandemic outbreak across the world including India has resulted in most countries announcing lockdowns and quarantine measures that have sharply stalled
economic activities across the world. The Indian Government too has imposed lockdowns starting from 24 March 2020. Subsequently, the national lockdown was lifted by the
government for certain activities in a phased manner outside specified containment zones, but regional lockdowns/restrictions continued to be implemented in areas with a
significant number of COVID-19 cases. The Indian economy is impacted and would continue to be impacted by this pandemic and the resultant lockdown, due to the contraction
in industrial and services output across small and large businesses. The impact of the COVID-19 pandemic , including the current “second wave” on Group’s results, including
credit quality and provisions, gain/loss on fair value changes, investment, remains uncertain and dependent on the current and further spread of COVID-19, steps taken by the
government, RBI and other regulators to mitigate the economic impact and also the time it takes for economic activities to resume and reach the normal levels. Further, the
Group has assessed the impact of the COVID-19 pandemic on its liquidity and ability to repay its obligations as and when they are due. Management has considered various
financial support from banks and other fundraising opportunities in determining the Group liquidity position over the next 12 months. Based on the foregoing and necessary
stress tests considering various scenarios, management believes that the Group will be able to pay its obligations as and when these become due in the foreseeable future. In
assessing the recoverability of loans, receivables, deferred tax assets and investments, the Group has considered internal and external sources of information, including credit
reports, economic forecasts and industry reports up to the date of approval of these reformatted consolidated financial information. Since the situation continue to evolve, its
effect on the operations of the Group may be different from that estimated as at the date of approval of these reformatted consolidated financial information. The Group will
continue to closely monitor material changes in markets and future economic conditions.
(FY 2019-20)
The Covid-19 pandemic outbreak across the world including India has resulted in most countries announcing lockdowns and quarantine measures that have sharply stalled
economic activity. The Indian Government too has imposed lockdowns starting from 24 March 2020. The Indian economy would be impacted by this pandemic and the resultant
lockdown, due to the contraction in industrial and services output across small and large businesses. The impact of the COVID -19 pandemic on Group’s results, including credit
quality and provisions, remains uncertain and dependent on the current and further spread of COVID -19, steps taken by the government and the RBI to mitigate the economic
impact and also the time it takes for economic activities to resume and reach the normal levels.
In accordance with the regulatory package announced by the Reserve Bank of India (RBI) on 27 March 2020 and 17 April 2020 the Group has granted a moratorium of 3 months
and extended the same for a further period of 3 months in accordance with the announcement by the RBI on 22 May 2020 for the payment of all instalments falling due
between 01 March 2020 and August 31, 2020 to all eligible borrowers that have opted to avail the same. In respect of accounts overdue but standard as at 29 February 2020
where moratorium benefit has been granted, the staging for the accounts is based on staging existing as at that date. As per the assessment done by the Group, this staging
standstill has not been on its own considered to be triggering any substantial increase in credit risk. Based on the assessment of the Group, in the absence of other credit risk
indicators, the granting of the moratorium does not itself result in accounts becoming past due and triggering Stage 2 and Stage 3 classification criteria.
The Group has assessed the impact of the COVID-19 pandemic on its liquidity and ability to repay its obligations as and when they are due. Management has considered various
stimulus packages announced by the Government of India which will directly or indirectly benefit NBFCs and outcome of definitive agreement for sale of loans, Group’s lenders
to extend moratorium and various other financial support from other banks, agencies and its parent entity in determining the Group’s liquidity position over the next 12 months.
Based on the foregoing and necessary stress tests considering various scenarios, management believes that the Group will be able to pay its obligations as and when these
become due in the foreseeable future. The Group would continue to focus on maintaining adequate capital and ensuring liquidity during current period and for the period going
forward.
In assessing the recoverability of loans, receivables, intangible assets (including goodwill), deferred tax assets, investments and investment properties, the Group has considered
internal and external sources of information, including credit reports, economic forecasts and industry reports up to the date of approval of these financial results. Group has
also considered the impact of COVID – 19 pandemic while estimating the recoverability during the year 31 March 2020. Since the situation is rapidly evolving, its effect on the
operations of the Group may be different from that estimated as at the date of approval of these reformatted consolidated financial information. The Group will continue to
closely monitor material changes in markets and future economic conditions.
63. (FY 2021-22)

During the year ended 31 March 2022, the Company has sold its investment in one of the subsidiary. Accordingly, included in other income is an amount of ₹ 3,067.20 million (FY
2020-21: ₹ 14,063.50 million) towards realized gain representing the difference between the consideration received and net assets derecognized.
(FY 2020-21)
During the year ended 31 March 2021, EFSL sold its controlling stake in the wealth management business (Edelweiss Securities Limited) to Edelweiss Global Wealth Management
Limited, its wholly owned subsidiary, in accordance with the transaction consummated with PAGAC ECSTACY PTE. LTD (PAG), a private investment firms. Since the Company has
sold controlling interest over the wealth management business, it has accounted for the sale as loss of control with effect from 26 March 2021 under the requirements of Ind AS
110 – ‘Consolidated Financial Statements’. Accordingly, included in other income is an amount of ₹ 14,063.50 million for the year ended 31 March 2021 towards realized gain
representing difference between consideration received and net assets derecognized pertaining to the wealth management business (including related net goodwill) and non
controlling interests in other investments that were sold. Further, EFSL’s retained interest in the wealth management business meets the definition of an associate and has been
recorded at fair value at 26 March 2021 under net fair value changes pursuant to paragraph 25 under Ind AS 110 – ‘Consolidation Financial Statements’.
F - 248
Other Additional Regulatory Information (FY 2021-22, FY 2020-21 & FY 2019-20)
64. Details of Benami Property held
The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
65. Security of current assets against borrowings

The Group has borrowings from banks or financial institutions on the basis of security of current assets. Quarterly return and statement filed by the Group with such banks or
financial institutions are in agreement with the books of account of the Group, wherever applicable.
66. Wilful Defaulter

The Group is not declared wilful defaulter by any bank or financial Institution or other lender.
67. Transactions with Struck off Companies
Nature of transactions with struck- Relationship with the Balance Outstanding Balance Outstanding Balance Outstanding
Name of the struck-off Company
off Company struck-off Company as on March 31, 2022 as on March 31, 2021 as on March 31, 2020
City Elevators Pvt Ltd Payables - 0.00 0.00 -

Cleanflo India Pvt Ltd Payables - 0.00 0.00 -
Emicon India Pvt Ltd Payables - 0.00 0.00 -
First Care India Pvt Ltd Payables - 0.00 0.00 -
Glossy Creations Private Limited Receivables - 0.66 - -
Glossy Creations Private Limited Investments in securites - - - -
Glossy Creations Private Limited Payables - - - -
Glossy Creations Private Limited Shares held by struck-off Company - - - -
Zedpack Pvt Ltd Receivables - 0.01 2.35 3.53
E Factor Entertainment Pvt Ltd Receivables - - 0.05 1.39
Shellz India Pvt Ltd Receivables - 0.02 2.16 -
Amit Ventures Payables - 0.02 - -
Arihant Capital Markets Ltd Payables - 0.00 - -
Arihant Infotech Payables - 0.13 - -
Deb Express Couriers Payables - - 0.00 -
Globex International Payables - 0.01 0.01 -
JAGDAMBA TRADERS Payables - - 0.01 -
Kamal Enterprises Payables - 0.03 0.00 -
OCEAN FINVEST Payables - 0.66 - -
Practical Financial Services Pvt Ltd Payables - 0.00 - -
Shams Cable Network Payables - - 0.03 -
Sift Capital Payables - 0.02 - -
M R D Enterprises Payables - - - -
Sahara Hospitality Ltd Payables - - - -
Diamond Transport Payables - - - -
Kamal Enterprises Payables - - - -
Provenance Land Private Limited Business Promotions - - - -
Aakanksha Leasing And Services Private Ltd Commission and Brokerage Expense - - - -
Br Wealth Advisors Private Limited Commission and Brokerage Expense - - - -
Reuters India Private Limited Rent expenses - - - -
NMCI Inspections and Survey Company Private Limited Sale of Scrap - - - -
Vector Projects (I) Pvt Ltd Office Expenses - - - -
Bulls & Bears (Brokers) Ltd. Client for clearing services - - - 0.04
Writer Business Services Pvt. Ltd. Office Expenses - - - 0.03
Writer Business Services Pvt. Ltd. Availed warehouse services - - - -
Moneyflo Securities Pvt. Ltd. Client for clearing services - - - (0.20)
Redington India Limited Commission Income - - - 0.11
TT International Research Services Fees Income - - - 0.05
Polar Cold Storage Pvt Ltd. Warehousing Charges - - - -
Enfield Riders Private Limited Staff Welfare Expense - - - -
United Agricare India Pvt Ltd. Office expenses - - - -
Shalaka Technologies Pvt Ltd Repair & Maintenance - - - -
BBR (India) PVT. LTD Repair & Maintenance - - - -
0.00 indicates amount less than ₹ 0.01 million
68. The Group is in compliance with number of layers of companies, as prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restrriction on number of
Layers) Rules, 2017.
F - 249
Other Additional Regulatory Information (FY 2021-22, FY 2020-21 & FY 2019-20) (Continued)
Annexure V
69. Utilisation of Borrowed funds and share premium
(FY 2021-22)
(A) During the year, the Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the
intermediary shall :
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company/Group (Ultimate Beneficiaries); or
(B) During the year, the Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Company shall, other than as disclosed in note (1) below:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
Note (1)
During the year, the Holding Company has taken loans and given loans to its subsidiary company in the ordinary course of business, are at Arm’s length and the same is approved by Board Audit
Committee of the Company. The Company confirms that the below transactions are in accordance with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and
Companies Act, 2013 and the such transactions are not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003).
S.No. Name of Lender Nature Date ₹ in Loan given Nature Date ₹ in Remarks
millions millions
1 Beacon Trustee NCD 5-Oct-21 4,000 ECL Loan given 6-Oct-21 4,000 1) In accordance with loan agreement with
(Various lenders) Borrowing Finance lender, the loan was taken by the Holding
Limited Company, for the purpose of repayment of
(ECL existing banking liabilities of ECL Finance.
Finance)
2) During the year ECL finance has repaid ₹
4,000 million to the Holding Company.
Note (2) : Transactions between group companies have not been disclosed under this note as they are eliminated for the purpose of preparing reformatted consolidated
financial information of the Company.
(FY 2020-21 and FY 2019-20)

The reporting under Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014 (the ‘Rules”) to the Companies Act, 2013, came into force with effect from April 1, 2021 onwards. As the
reporting under the said Rules is not applicable for the period on or before March 31, 2021, the Group has not disclosed the transactions for the financial years ending March 31, 2021 and March
31, 2020.
70. Undisclosed income
The Group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
71. Details of Crypto Currency or Virtual Currency
The Group has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
72. Loans & Advances
There are no loans or advances in the nature of loans which are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or
jointly with any other person that are;
(a) repayable on demand or

(b) without specifying any terms or period of repayment
F - 250
73. (FY 2021-22 and FY 2020-21)

The Indian Parliament has approved the Code on Social Security, 2020 which subsumes the Provident Fund and the Gratuity Act and rules there under. The Ministry of
Labour and Employment has also released draft rules thereunder on 13 November 2020 and has invited suggestions from stakeholders which are under active consideration
by the Ministry. The Company will evaluate the rules, assess the impact if any, and account for the same once the rules are notified and become effective.
74. (FY 2021-22)

Edelweiss Custodial Services Limited ("ECdSL"), a associate of the Company challenged an order, by an investigating agency, marking lien on its clearing account, before the
47th Additional Chief Metropolitan Magistrate Court, Mumbai. Since the investigation against Anugrah Stock and Broking Pvt. Ltd. (“trading member”), for which ECdSL was
a clearing member, is still under process, the said investigative agency contended that it had no objection to setting aside the lien order upon ECdSL providing an
undertaking to keep sufficient assets unencumbered. ECdSL has since provided undertaking to keep sufficient assets amounting to ₹4,603.20 million belonging to the Group
and associate unencumbered and the said lien order has been set aside. The matter has been listed for further hearing and there is no further update on this matter during
the year.
The MCSGF Committee of NSE Clearing Limited (“NCL”) vide its order dated 20 October 2020 has directed ECdSL to adhere to instructions of National Stock Exchange
(“NSE”) / NCL, to appropriately reinstate the securities wherever trading member’s clients had credit balance, but the securities got liquidated. ECdSL filed an appeal against
the impugned order with Securities Appellate Tribunal (“SAT”). SAT vide its order dated 05 November 2020 has directed ECdSL to give an undertaking to NCL that it will
deposit ₹ 2,120.00 million or other amount as directed by the SAT after disposal of Appeal. ECdSL has since provided the declaration to NCL. The matter has been listed for
further hearing and there is no further update on this matter during the year.
Various Arbitration/Writ Petitions have been filed before the Hon’ble Bombay High Court (“Hon’ble Court”) by various end clients of the trading member against trading
member and its associates. ECdSL has been made party to the same. All the Writ Petitions have been tagged together and common orders have been passed. The matters
are yet to be listed for further hearing.
EOW investigations at Cyberabad, Telangana and at Amravati are going on in the matter of trading member. Further one end client of trading member had filed an FIR at
Hyderabad, Telangana for which investigation is under process.
ECdSL believes that it has acted in accordance with the agreement entered with the trading member and in accordance with applicable laws and regulations. Accordingly,
there is no adjustment required in the reformatted consolidated financial information for the year ended 31 March 2022.
(FY 2020-21)
Edelweiss Custodial Services Limited ("ECdSL"), a group company of Edelweiss Financial Services Company ("EFSL") challenged an order, by an investigating agency, marking
lien on its clearing account, before the 47th Additional Chief Metropolitan Magistrate Court, Mumbai. Since the investigation against Anugrah Stock and Broking Pvt. Ltd.
(“trading member”), for which ECdSL was a clearing member, is still under process, the said investigative agency contended that it had no objection to setting aside the lien
order upon ECdSL providing an undertaking to keep sufficient assets unencumbered. ECdSL has since provided undertaking to keep sufficient assets amounting to ₹ 4,603.20
million belonging to the Group and associate unencumbered and the said lien order has been set aside. The matter has been listed for further hearing.
The MCSGF Committee of NSE Clearing Limited (“NCL”) vide its order dated 20 October 2020 has directed ECdSL to adhere to instructions of National Stock Exchange
(“NSE”) / NCL, to appropriately reinstate the securities wherever trading member’s clients had credit balance, but the securities got liquidated. ECdSL filed an appeal against
the impugned order with Securities Appellate Tribunal (“SAT”). SAT vide its order dated 05 November 2020 has directed ECdSL to give an undertaking to NCL that it will
deposit ₹ 2,120.00 million or other amount as directed by the SAT after disposal of Appeal. ECdSL has since provided the declaration to NCL. The matter has been listed for
further hearing.
Various Arbitration/Writ Petitions have been filed before the Hon’ble Bombay High Court (“Hon’ble Court”) by various end clients of the trading member and/or his
associate. ECdSL has been made party to the same. All the Writ Petitions have been tagged together and common orders have been passed in all the Writ Petitions. The
next date of hearing is yet to be assigned by the Hon’ble Court.
ECdSL believes that it has acted in accordance with the agreement entered with the trading member and in accordance with applicable laws and regulations. Accordingly,
there is no adjustment required in the Reformatted Consolidated Financial information for year ended 31 March 2021.
75 (FY 2021-22)
Edel Land Limited (ELL), a wholly owned subsidiary of the Company, has entered into an agreement dated 28 November 2019, pursuant to which upon happening of a
contingency whereupon if the investors who have subscribed for a majority in the Alternative Investment Fund (AIF) to which ECL Finance Limited (ECLF) and Edelweiss
Housing Finance Limited (EHFL), subsidiaries of the Group have sold financial assets does not receive the agreed IRR (IRR) as per the agreement in which case ELL shall be
required to either arrange for a buyer thereof and/or purchase the assets at IRR.
(FY 2020-21 and FY 2019-20)

EC Commodity Limited (ECCL), a wholly owned subsidiary of the Company, has entered into an agreement dated 28 November 2019, pursuant to which upon happening of a
contingency whereupon if the investors who have subscribed for a majority in the Alternative Investment Fund (AIF) to which ECL Finance Limited (ECLF) and Edelweiss
Housing Finance Limited (EHFL), subsidiaries of the Group have sold financial assets does not receive the agreed IRR (IRR) as per the agreement in which case ECCL shall be
required to either arrange for a buyer thereof and/or purchase the assets at IRR.
76 (FY 2021-22)
The Board of Directors at their meeting held on 27 May 2022, have recommended a final dividend of ₹ 1.20 per equity share (on face value of ₹ 1 per equity share), subject
to the approval of the members at the ensuing Annual General Meeting.
(FY 2020-21)
The Board of Directors at their meeting held on 11 June 2021, have recommended a final dividend of ` 0.55 per equity share (on face value of ` 1 per equity share), subject
to the approval of the members at the ensuing Annual General Meeting.
F - 251
77 (FY 2021-22)
During the year ended 31 March 2022, three subsidiaries of the Group had sold certain financial assets amounting to ₹ 11,424.10 million (net of provisions) to various asset
reconstructions company trusts (‘ARC Trusts’) and acquired security receipts (SR) amounting to ₹ 9,455.70 million from these ARC Trusts. Ind AS 109 – ‘Financial
Instruments’, prescribed under section 133 of the Companies Act, 2013, requires substantially all risks and rewards to be transferred for the purpose of de-recognition of
such financial assets from these subsidiaries’ reformatted financial information. The Company had undertaken substantially all risks and rewards in respect of such financial
assets. As a result, these financial assets were de-recognized in subsidiaries’ reformatted financial information. Based on assessment of probability of default, loss given
default in respect of these financial assets and in light of various factors viz. exposures to certain sectors and assessment of credit and market risks for certain counter
parties relative to such risks at initial recognition, the Group has recorded fair value gain of ₹ 4,152.00 million (net) for the year ended and is included in “Net gain / (loss) on
fair value changes”.
Sale of loans to Asset Reconstruction Company (ARC) (FY 2020-21)

Three NBFCs in the Group had initiated sale of certain credit impaired financial assets before 31 March 2021 and for which definitive contracts were executed post the
balance sheet date. These financial assets sold after 31 March 2021, amounted to ` 6,862.40 million to asset reconstruction companies trusts (ARC Trust). As per Ind AS
109, Financial Instruments, prescribed under section 133 of the Companies Act, 2013 significant judgement is involved in classification of assets which has been accentuated
on account of factors caused by COVID-19. Accordingly, on account of subsequent sale to and recovery from ARC Trusts of such credit impaired assets, management has
recorded such financial assets as recoverable and not as credit impaired financial assets. EFSL, the holding Company has, undertaken substantially all risks and rewards in
respect of these financial assets aggregating to ` 5,221.70 million. As at 31 March 2021, there are no impact on the Reformatted Consolidated Financial information of the
Group other than expected credit loss recorded in the reformatted consolidated statement of Profit and Loss for the year ended 31 March 2021 amounting to ` 170.60
million.
Sale of loans to AIF trusts (FY 2020-21)

Two NBFCs in the Group had initiated sale of certain financial assets before 31 March 2021 and for which definitive contracts were executed post the balance sheet date.
These financial assets sold after 31 March 2021, amounted to ` 3,439.60 million to AIF trusts. As per Ind AS 109, Financial Instruments, prescribed under section 133 of the
Companies Act, 2013 significant judgement is involved in classification of assets which has been accentuated on account of factors caused by COVID-19. Accordingly,
management assessed that such loans sold by these subsidiaries after 31 March 2021 had an increased risk but were not credit impaired. As at 31 March 2021, there are no
impact on the Reformatted Consolidated Financial information of these subsidiaries, as they have not incurred any loss on sale of these financial assets.
Sale of loans to Asset Reconstruction Company (ARC) (FY 2019-20)

ECL Finance Limited, Edelweiss Finvest Private Limited, Edelweiss Retail Finance Limited (together ‘subsidiaries’) had initiated sale of certain financial assets before 31
March 2020 and for which definitive contracts were executed post the balance sheet date. These financial assets sold subsequent to 31 March 2020, amounted to ₹
16,570.00 million to alternative assets fund and asset reconstruction companies trusts. As per Ind AS 109, Financial Instruments, prescribed under section 133 of the
Companies Act, 2013 significant judgement is involved in classification of assets which has been accentuated on account of factors caused by COVID 19. Accordingly,
management of these subsidiary companies assessed that such loans sold by these subsidiaries subsequent to 31 March 2020 had an increased risk but were not credit
impaired. Of the above, on ₹ 8,450.00 million sold to alternative asset funds, the Group, has, vide a put agreement dated 01 July 2020, undertaken to purchase part of these
financial assets amounting to ₹ 4,500.00 million under certain contingencies as per the agreement. Further, on financial assets amounting to ₹ 8,120.00 million sold to asset
reconstruction trusts, EFSL and ERCSL, have, guaranteed significant risks and assumed rewards in respect of an aggregate value of financial assets of ₹ 6,120.00 millions. As
at 31 March 2020, there are no impact on the reformatted consolidated financial information of the Group other than expected credit loss already provided amounting to `
5,560.00 million.
78 (FY 2021-22)
The Board of Directors of the Company (“Board”) at their meeting held on 13 May 2022 has approved the Scheme of Arrangement between the Company and Edelweiss
Securities Limited (“Resulting Company” or “ESL”) and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable
provisions of the Companies Act, 2013 (“Act”) (“Scheme”) which inter alia, provides for demerger, transfer and vesting of the Demerged Undertaking (as defined in the
Scheme) from the Company into the Resulting Company on a going concern basis and reduction of the capital of the Resulting Company in the manner set out in the
Scheme. Post necessary regulatory and statutory approvals, the equity shares of the Resulting Company shall be listed on BSE Limited and the National Stock Exchange of
India Limited.
79 (FY 2021-22)
During the year ended 31 March 2022, certain assets amounting to ₹ 4,004.40 million were sold to alternative assets funds by the subsidiary NBFCs. The Company and its
subsidiary Edelweiss Rural & Corporate Services Limited ('ERCSL'), have, vide a put agreement dated 04 February 2022 and 31 July 2021 respectively, have guaranteed /
undertaken to purchase these financial assets amounting to ₹ 4,004.40 million on occurrence of certain trigger event as per the agreement. Further, as the risks and
rewards continues in the Group, these are accounted as financial assets in the Reformatted Consolidated Financial information and the consequent expected credit loss is
recorded in the Reformatted Consolidated Financial information.
80 (FY 2021-22)
Figures for the year ended 31 March 2021 included reformatted consolidated financial information for the wealth management business as a subsidiary of the Company.
For the year ended 31 March 2022, the wealth management business is consolidated as an associate company. Accordingly, the reformatted consolidated financial
information for the year ended 31 March 2022 are not comparable with the reformatted consolidated financial information of the previous year.
F - 252
81 (FY 2021-22, FY 2020-21 and FY 2019-20)
CDPQ Private Equity Asia Pte. Ltd. (CDPQ), holder of cumulative convertible preference shares (CCPS) of Edelweiss Asset Reconstruction Company Limited (EARC), a
subsidiary, had on 15 July 2019 given a put intimation notice to Group entities viz., Edelweiss Custodial Services Limited (ECSL) and ECL Finance Limited (ECL) in accordance
with Option Agreement dated 14 November 2017. The Option Agreement required ECSL and ECLF to buy these CCPS at an agreed fair value. EARC had applied to Reserve
Bank of India (RBI) which gave its no objection on 17 February 2020 in the name of fellow subsidiaries Edelweiss Rural and Corporate Services and Ecap Equities Limited. As
the companies and CDPQ have not completed fair value of the put security in accordance with the put agreement, CDPQ has not exercised its put option.
82 (FY 2021-22 and FY 2020-21)

Under the Shareholders’ Agreement dated 05 March 2019, entered between Edelweiss Financial Services Limited (EFSL), CDPQ Private Equity Asia PTE. Limited (CDPQ) and
ECL Finance Limited (together referred as Parties), EFSL had agreed, pursuant to clause 8.1 & 8.2 to make equity investment of an amount equivalent to the amount of
losses on Select real estate/structured finance Loans (Select Loans) into ECL Finance Limited within six months of the default leading to loss incurred by the ECL Finance
Limited on or before the date of the conversion of the Investor CCDs into Equity Shares. The rationale for this undertaking was to keep the total equity/net worth of ECL
Finance Limited unimpacted on account of impairment in these loan accounts. During the year ended 31 March 2021, Parties have agreed and concluded that loss event for
two of the borrowers in the Select Loans have crystalized and hence, EFSL has agreed to make good the loss amounting to ₹ 1,400.10 million incurred by ECL Finance
Limited in earlier years. Accordingly, EFSL has recorded such loss in its profit and loss for the year ended 31 March 2021. The Parties have agreed that no loss event has
been crystalized in respect of other Select Loans amounts mentioned in above said clauses of the agreement and hence there is no obligation of EFSL.
83 (FY 2020-21)
During earlier years and for the year ended 31 March 2021, four subsidiaries of the Group had sold certain financial assets amounting to ₹ 61,568.90 million (net of
provisions) and ₹ 10,711.50 million (net of provisions) respectively to various asset reconstructions company trusts (‘ARC Trusts’) and acquired security receipts (SR)
amounting to ₹ 49,858.40 million and ₹ 8,801.10 million respectively from these ARC Trusts. Ind AS 109 – ‘Financial Instruments’, prescribed under section 133 of the
Companies Act, 2013, requires substantially all risks and rewards to be transferred for the purpose of de-recognition of such financial assets from these subsidiaries’
reformatted financial information. Edelweiss Financial Services Limited (EFSL), the holding company, and Edelweiss Rural and Corporate Services Limited (ERCSL) a
subsidiary, had undertaken substantially all risks and rewards in respect of such financial assets. As a result, these financial assets were de-recognized in subsidiaries’
reformatted financial information.
Based on a review performed by management of these subsidiaries and EFSL, with effect from 01 January 2021, has directly undertaken substantially all risks and rewards
and consequently ERCSL is relieved of its obligations. Further, pursuant to such review, with effect from 01 January 2021, certain terms and conditions of risk and reward
agreements have been amended. The Board of Directors of subsidiaries, ERCSL and EFSL in their respective meetings held on 04 June 2021, 10 June 2021 and 11 June 2021
have approved such changes to risk and reward agreements. As the risks and rewards continues in the Group, these are accounted as financial assets in the reformatted
consolidated financial information and the consequent expected credit loss are recorded in the reformatted consolidated financial information.
During the year ended 31 March 2021, the Group re-assessed probability of default, loss given default in respect of these financial assets and due to various factors viz.
operational challenges for exposures to certain sectors, increase in credit and market risks for certain counter parties relative to such risks at initial recognition, continued
impact of COVID-19 factors. Such re-assessments resulted in recognition of higher amount of loan loss provisioning for the year ended 31 March 2021. Accordingly, the
Group has recorded for the year ended 31 March 2021 an amount of ₹ 5,051.50 million towards expected credit loss on these financial assets.
84 (FY 2020-21)
Pursuant to amendments in risk and reward agreement between the subsidiaries, ERCSL and EFSL (as mentioned in note 83 above), with effect from 01 January 2021, fees
payable on security receipts (ARC Fee) has been agreed to be borne by EFSL, as the risks and rewards are undertaken by EFSL. Accordingly, an amount of ₹ 489.30 million
towards such expenses has been recorded by the EFSL.
85 (FY2019-20)
Pursuant to Securities Subscription Agreement dated 05 March 2019 amongst ECL Finance Limited ("ECLF"), Edelweiss Financial Services Limited ("the Company"), Edelweiss
Securities Limited, Edelweiss Rural & Corporate Services Limited and Edel Finance Company Limited and CDPQ Private Equity Asia Pte Limited (the “Investor”), a wholly
owned subsidiary of Caisse de dépôt et placement du Québec (CDPQ), for an investment of US$ 250 million, amounting to approximately ₹ 18,000 million into ECLF, the
Investor has subscribed to 1,000 Equity shares of ₹ 1 each at premium of ₹ 31 per Equity Share of ECLF and 103,949,680 Compulsorily Convertible Debentures (CCDs) at ₹
100 per CCD of ECLF and accordingly paid ECLF a total sum of ₹ 10,395 million on 07 May 2019, towards first tranche.
86 Inventories
Stock in trade commodities1 - - 436.09
Total - - 436.09
1
The above are agriculture commodity inventories (refer note 25).
F - 253
87. The Group and its associates has process whereby periodically all long term contract (including derivative contracts) are assessed for material
foreseeable losses. At the year end, the Group and its associates has reviewed and ensured that adequate provisions as required under any law /
accounting standard for material foreseeable losses on such long terms contracts (including derivative contract) has been made in the books of accounts.
88. Previous year’s figures have been regrouped / reclassified to conform to current year presentation.
The accompanying notes are an integral part of Reformatted consolidated financial information.


F - 254
CONSOLIDATED STATEMENT OF DIVIDEND Annexure VI
Particulars March 31, 2022 March 31, 2021 March 31, 2020
Equity Share Capital (` in Million) 943.10 935.80 934.41
Face Value Per Equity Share (`) (a) 1.00 1.00 1.00
Interim Dividend on Equity Shares (` per Equity Share) (b) 0.25 0.90 -
Interim Dividend on Equity Shares (` in Million) 235.77 842.22 -
Interim Dividend Declared Rate (In %) (c=b/a) 25% 90% -
Final Dividend on Equity Shares (` per Equity Share) (d) 1.20 0.55 -
Final Dividend on Equity Shares (` in Million) 1,131.72 515.23 -
For and on behalf of the Board of Directors
Rashesh Shah Himanshu Kaji

Chairman & Managing Director Executive Director
DIN: 00008322 DIN : 00009438

Mumbai 22 September 2022
F - 255
Dadar (West)
Chartered Accountants Mumbai - 400 028, India
Tel: +91 22 6819 8000
Independent Auditor’s Review Report on the Quarterly and Year to Date Unaudited Standalone Financial
Results of the Company Pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
Review Report to
1. We have reviewed the accompanying statement of unaudited standalone financial results of

Edelweiss Financial Services Limited (the “Company”) for the quarter ended June 30, 2022 (the
“Statement”) attached herewith, being submitted by the Company pursuant to the requirements of
Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (the “Listing Regulations”).
2. The Company’s Management is responsible for the preparation of the Statement in accordance with
the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34)
“Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013 as
amended, read with relevant rules issued thereunder and other accounting principles generally
accepted in India and in compliance with Regulation 33 and 52 of the Listing Regulations. The
Statement has been approved by the Company’s Board of Directors. Our responsibility is to express
a conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements
(SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we
plan and perform the review to obtain moderate assurance as to whether the Statement is free of
material misstatement. A review of interim financial information consists of making inquiries,
primarily of persons responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit conducted in
accordance with Standards on Auditing and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
4. Based on our review conducted as above, nothing has come to our attention that causes us to believe
that the accompanying Statement, prepared in accordance with the recognition and measurement
principles laid down in the aforesaid Ind AS 34 prescribed under Section 133 of the Companies
Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles
generally accepted in India, has not disclosed the information required to be disclosed in terms of
the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any
material misstatement.
5. We draw attention to note 5 of the Statement, which describes the economic and social disruption
as a result of the continued COVID-19 pandemic of the Company's business and financial metrics
including the Company’s estimates of impairment of investments and other financial assets, which
are highly dependent on uncertain future developments.
Our conclusion is not modified in respect of this matter.
For S.R. BATLIBOI & Co. LLP

per Shrawan Jalan

Partner
Membership No.: 102102
UDIN: 22102102AOGSMI5575
Mumbai
August 4, 2022
Regd. Ofﬁce : 22, Camac Street, Block ‘B’, 3rd Floor, Kolkata-700 016 F - 256
Corporate Identity Number: L99999MH1995PLC094641
Registered Office: Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai - 400 098
Tel: +91-22-40094400 Fax: +91-22-40863610
Website : www.edelweissfin.com
Standalone Financial Results for the quarter ended 30 June 2022

(` in Crores)
Quarter ended Year ended
Particulars 30 June 2022 31 March 2022 30 June 2021 31 March 2022
(Reviewed) (Audited) (Reviewed) (Audited)
(Refer note 10)
1 Revenue from operations
(a) Interest income 91.70 98.90 48.15 291.81
(b) Dividend income - - 38.48 38.60
(c) Fee and commission income 16.79 24.25 19.37 88.96
(d) Net gain on fair value changes 18.64 305.42 19.36 417.07
Total revenue from operations 127.13 428.57 125.36 836.44
2 Other income 0.04 0.02 77.49 536.03
3 Total Income (1+2) 127.17 428.59 202.85 1,372.47
4 Expenses
(a) Finance costs 78.20 70.59 35.01 214.25
(b) Impairment of financial assets (2.32) 1.53 0.07 (5.49)
(c) Employee benefits expense (Refer Note 8) (15.01) (53.45) 34.43 42.63
(d) Depreciation and amortisation expense 0.07 0.09 0.08 0.35
(e) Other expenses 60.22 68.44 61.65 265.99
Total expenses 121.16 87.20 131.24 517.73
5 Profit / (loss) before tax (3-4) 6.01 341.39 71.61 854.74
6 Tax expense
Current tax - (0.51) - (0.51)
Deferred tax 4.77 2.34 - (78.11)
7 Net Profit / (loss) for the period (5-6) 1.24 339.56 71.61 933.36
8 Other comprehensive income / (loss) - (0.01) - (0.01)
9 Total Comprehensive Income / (loss) (7+8) 1.24 339.55 71.61 933.35
10 Earnings Per Share (₹) (Face Value of ₹ 1/- each)

- Basic (Refer note 4) 0.01 3.78 0.80 10.44
- Diluted (Refer note 4) 0.01 3.78 0.80 10.43
Notes:
1 The standalone financial results of Edelweiss Financial Services Limited ('EFSL' or 'the Company') for the quarter ended 30 June 2022 have been reviewed
and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on 04 August 2022.
2 The standalone financial results of EFSL for the quarter ended 30 June 2022 have been subjected to Limited Review by the Statutory Auditors of the Company
and the auditors have issued an unmodified review report.
3 During the quarter ended 30 June 2022, the Company has issued 3,250 equity shares of face value of ₹1 each to the employees of the Company and it's
subsidiaries/associates on exercise of employee stock options.
4 Earnings per share for the quarters ended 30 June 2022, 31 March 2022 and 30 June 2021 are not annualised.
5 The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, intangibles,
investments and other assets and repayment ability of its borrowers. In developing the assumptions relating to the possible future uncertainties in the
economic conditions because of this pandemic, the Company has used internal and external sources of information. The Company has assessed the impact of
the COVID-19 pandemic on its liquidity and ability to repay its obligations as and when they are due. The Company has considered various financial support
from banks and other fundraising opportunities in determining the Company’s liquidity position over the next 12 months. The Company has reviewed the
assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company’s
financial results may differ from that estimated as at the date of approval of these financial results and the Company will continue to closely monitor any
material changes to future economic conditions.
6 Two Employee Welfare Trust(s) hold an aggregate 4,48,96,780 equity shares of the Company for incentive and welfare benefits for group employees as per
extant applicable SEBI regulations. Pursuant to the exercise of right available under Regulation 29 of SEBI (Share Based Employee Benefits) Regulations,
2014, the Company has applied before the expiry date of 27 October 2019 for extension of the time limit for disposing of aforesaid equity shares. The said
application is under consideration and approval for extension from SEBI is awaited as at date.
7 During the quarter ended 30 June 2022, one subsidiary of the Company had sold certain financial assets amounting to ` 319.03 crores (net of provisions) to
various asset reconstructions company trusts (‘ARC Trusts’) and acquired security receipts (SR) amounting to ` 271.18 crores from these ARC Trusts. Ind AS
109 – ‘Financial Instruments’, prescribed under section 133 of the Companies Act, 2013, requires substantially all risks and rewards to be transferred for the
purpose of de-recognition of such financial assets from the subsidiary financial results. The Company had undertaken substantially all risks and rewards in
respect of such financial assets. As a result, these financial assets were de-recognized in the subsidiary financial results. Based on assessment of probability
of default, loss given default in respect of these financial assets and in light of various factors viz. exposures to certain sectors and assessment of credit and
market risks for certain counter parties relative to such risks at initial recognition, the company has recorded fair value (loss) / gain of ` 16.57 crores (net) for
the quarter ended and is included in “Net gain on fair value changes”.
8 During the quarter ended 30 June 2022, employee benefits expense includes a reversal of bonus provision of ` 47 crores.
9 The Indian Parliament has approved the Code on Social Security, 2020 which subsumes the Provident Fund and the Gratuity Act and rules there under. The
Ministry of Labour and Employment has also released draft rules thereunder on 13 November 2020 and has invited suggestions from stakeholders which are
under active consideration by the Ministry. The Company will evaluate the rules, assess the impact if any, and account for the same once the rules are notified
and become effective.
10 The figures for quarter ended 31 March 2022 are the balancing figures between audited figures in respect of the full financial year and the published year to
date figures up to the nine months ended 31 December 2021. The figures up to the end of the nine months period ended 31 December 2021 are subjected to a
limited review by the Statutory Auditors of the Company.
F - 257
Tel: +91-22-40094400 Fax: +91-22-40863610
11 Standalone Segment Results for the quarter ended 30 June 2022
Quarter ended Year ended

(Refer note 10)
1 Segment revenue [Total income]
Agency 14.56 20.46 15.73 75.02
Holding Company activities 112.61 408.13 187.12 1,294.75
Unallocated - - - 2.70
Total income 127.17 428.59 202.85 1,372.47
2 Segment results [Profit before tax]
Agency 2.89 3.39 3.39 21.27
Holding Company activities 3.12 338.00 68.22 830.77
Unallocated - - - 2.70
Total Profit before tax 6.01 341.39 71.61 854.74
3 Segment assets
Agency 13.21 15.64 11.24 15.64
Holding Company activities 7,720.01 7,815.40 5,790.40 7,815.40
Unallocated 211.62 211.02 115.90 211.02
Total assets 7,944.84 8,042.06 5,917.54 8,042.06
4 Segment Liabilities
Agency 17.74 16.28 8.02 16.28
Unallocated 0.79 0.79 2.51 0.79
Total liabilities 2,949.11 3,041.84 1,708.60 3,041.84
5 Capital employed [Segment assets - Segment liabilities]
Agency (4.53) (0.64) 3.22 (0.64)
Unallocated 210.83 210.23 113.39 210.23
Total capital employed 4,995.73 5,000.22 4,208.94 5,000.22
Agency includes investment banking; Holding Company activities comprise of development, managerial and financial support to the businesses of subsidiaries and
investment activities.
12 The previous period/year figures have been regrouped/reclassified wherever necessary to conform to current period's presentation.
13 The Standalone financial results will be available on the Company’s website - www.edelweissfin.com
On behalf of the Board of Directors
Rashesh Shah
Chairman
Mumbai, 04 August 2022
F - 258
Dadar (West)
Chartered Accountants Mumbai - 400 028, India
Tel: +91 22 6819 8000
Independent Auditor’s Review Report on the Quarterly Unaudited Consolidated Financial Results of the
Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
Review Report to
1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of

Edelweiss Financial Services Limited (the “Holding Company”), its subsidiaries and its trusts (the Holding
Company, its subsidiaries and its trusts together referred to as “the Group”) and its associates for the
quarter ended June 30, 2022 (the “Statement”) attached herewith, being submitted by the Holding
Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (the “Listing Regulations”).
2. The Holding Company’s Management is responsible for the preparation of the Statement in accordance
with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS
34) “Interim Financial Reporting” prescribed under Section 133 of the Companies Act, 2013 as amended,
read with relevant rules issued thereunder and other accounting principles generally accepted in India
and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by
the Holding Company’s Board of Directors . Our responsibility is to express a conclusion on the Statement
based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review Engagements
(SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan
and perform the review to obtain moderate assurance as to whether the Statement is free of material
misstatement. A review of interim financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing
and consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March
29, 2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing
Regulations, to the extent applicable.
4. The Statement includes the results of the subsidiaries, trusts and associates (refer Annexure A)
5. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on
the consideration of the review reports of other auditors referred to in paragraph 7 below, nothing has
come to our attention that causes us to believe that the accompanying Statement, prepared in
accordance with recognition and measurement principles laid down in the aforesaid Ind AS 34 prescribed
under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder
and other accounting principles generally accepted in India, has not disclosed the information required
to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or
that it contains any material misstatement.
6. We draw attention to Note 8 to the statement, which describes the economic and social disruption as a
result of the continued COVID-19 pandemic of the Group's business and financial metrics including the
Group’s estimates of impairment of loans, financial assets, investment properties, investments,
intangible assets (including goodwill) and in case of life insurance business, estimate of claims which are
highly dependent on uncertain future developments.
Our conclusion is not modified in respect of this matter.
7. The accompanying Statement includes the unaudited financial results and other financial information, in
respect of:
a) 30 subsidiaries, whose unaudited financial results include total revenues of Rs. 1,243.58 crores,
total net profit after tax of Rs. 11.78 crores and total comprehensive loss of Rs. 97.98 crores, for
the quarter ended June 30, 2022, as considered in the Statement which have been reviewed by their
respective independent auditors.
F - 259
b) 6 associates, whose unaudited financial results include Group’s share of net profit of Rs. 1.98 crores
and Group’s share of total comprehensive income of Rs. 1.28 crores for the quarter ended June 30,
2022, as considered in the Statement whose financial results, other financial information have been
reviewed by their respective independent auditors.
The independent auditor’s reports on financial results and other financial information of these entities
have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates
to the amounts and disclosures in respect of these subsidiaries and associates is based solely on the
report of such auditors and procedures performed by us as stated in paragraph 3 above.
c) The auditors of Edelweiss Tokio Life Insurance Company Limited (ETLIFE), a subsidiary, have
reported that the actuarial valuation of liabilities of ETLIFE for life policies in force and for policies
in respect of which premium has been discontinued but liability exists as at June 30, 2022 is the
responsibility of ETLIFE’s Appointed Actuary. The actuarial valuation of these liabilities for life
policies in force and for policies in respect of which premium has been discontinued but liability exists
as at June 30, 2022 has been duly certified by the ETLIFE 's Appointed Actuary and in his opinion,
the assumptions for such valuation are in accordance with Ind AS 104 "Insurance Contracts", Ind
AS 109 "Financial Instruments", the guidelines and norms issued by the Insurance Regulatory and
Development Authority of India ('IRDAI') and the Institute of Actuaries of India in concurrence with
IRDAI. The ETLIFE’s auditors have relied upon the ETLIFE's Appointed Actuary's certificate for
expressing their conclusion in this regard.
d) The auditors of Edelweiss General Insurance Company (EGICL), a subsidiary, have reported that the
actuarial valuation of liabilities of EGICL for Incurred But Not Reported and Incurred But Not Enough
Reported claims of EGICL as at June 30, 2022 is the responsibility of EGICL's Appointed Actuary.
The actuarial valuation of these liabilities has been duly certified by the EGICL's Appointed Actuary
and in his opinion, the assumptions for such valuation are in accordance with Ind AS 104 "Insurance
Contracts", the guidelines and norms issued by the IRDAI and the Institute of Actuaries of India in
concurrence with IRDAI. The EGICL’s auditors have relied on the EGICL's Appointed Actuary's
certificate for expressing their conclusion in this regard.
Our conclusion on the Statement in respect of matters stated in para 7 above is not modified with respect to
our reliance on the work done and the reports of the other auditors.
For S.R. BATLIBOI & Co. LLP

per Shrawan Jalan

Partner
Membership No.: 102102
UDIN: 22102102AOGUBU3756
Mumbai
August 4, 2022
F - 260
Annexure A
SUBSIDIARIES: TRUSTS: TRUSTS:
ECL Finance Limited EARC SAF - 1 Trust EARC Trust SC 380
Edelweiss Rural & Corporate Services Limited EARC SAF - 2 Trust EARC Trust SC 387
Edelweiss Asset Reconstruction Company Limited EARC SAF - 3 Trust EARC Trust SC 388
Edelweiss Housing Finance Limited EARC Trust SC 6 EARC Trust SC 393
Edelweiss Retail Finance Limited EARC Trust SC 7 EARC Trust SC 372
Edel Finance Company Limited EARC Trust SC 9 EARC Trust SC 373
Edelweiss Asset Management Limited EARC Trust SC 102 EARC Trust SC 374
EdelGive Foundation EARC Trust SC 109 EARC Trust SC 375
Edelweiss Tokio Life Insurance Company Limited EARC Trust SC 112 EARC Trust SC 376
Edelweiss General Insurance Company Limited EARC Trust SC 130 EARC Trust SC 385
Allium Finance Private Limited EARC Trust SC 223 EARC Trust SC 394
Edelcap Securities Limited EARC Trust SC 229 EARC Trust SC 399
Edelweiss Securities and Investments Private EARC Trust SC 238 EARC Trust SC 401
Limited
Ecap Securities & Investments Limited EARC Trust SC 245 EARC Trust SC 402
(formerly known as ECap Equities Limited)
Edel Investments Limited EARC Trust SC 251 EARC Trust SC 406
EC International Limited EARC Trust SC 262 EARC Trust SC 377
Edel Land Limited EARC Trust SC 263 EARC Trust SC 378
Comtrade Commodities Services Limited EARC Trust SC 266 EARC Trust SC 396
(formerly known as Edelweiss Comtrade Limited)
Edelweiss Multi Strategy Fund Advisors LLP EARC Trust SC 293 EARC Trust SC 410
Edelweiss Private Equity Tech Fund EARC Trust SC 297 EARC Trust SC 405
Edelweiss Value and Growth Fund EARC Trust SC 298 EARC Trust SC 428
India Credit Investment Fund II EARC Trust SC 306 EARC Trust SC 429
EAAA LLC EARC Trust SC 308 EARC Trust SC 412
Edelweiss Alternative Asset Advisors Limited EARC Trust SC 314 EARC Trust SC 415
Edelweiss Alternative Asset Advisors Pte. Limited EARC Trust SC 318 EARC Trust SC 430
Edelweiss Investment Adviser Limited EARC Trust SC 321 EARC Trust SC 427
Edelweiss Resolution Advisors LLP EARC Trust SC 325 EARC Trust SC 413
EW Special Opportunities Advisors LLC EARC Trust SC 329 EARC Trust SC 416
(upto 23rd June, 2022)
Edelweiss Trusteeship Company Limited EARC Trust SC 331 EARC Trust SC 417
Edelweiss International (Singapore) Pte. Limited EARC Trust SC 332 EARC Trust SC 397
Edelweiss Capital Services Limited EARC Trust SC 334 EARC Trust SC 227
Edelweiss Real Assets Managers Limited EARC Trust SC 342 EARC Trust SC 228
Sekura India Management Limited EARC Trust SC 344 EARC Trust SC 431
Edelweiss Global Wealth Management Limited EARC Trust SC 347 EARC Trust SC 418
EARC Trust SC 348 EARC Trust SC 434
Associates: EARC Trust SC 349 EARC Trust SC 421
Edelweiss Securities Limited EARC Trust SC 351 EARC Trust SC 422
Edelweiss Finance & Investments Limited EARC Trust SC 352 EARC Trust SC 423
Edelweiss Broking Limited EARC Trust SC 357 EARC Trust SC 424
Edelweiss Custodial Services Limited EARC Trust SC 360 EARC Trust SC 436
Edelweiss Financial Services Inc. EARC Trust SC 361 EARC Trust SC 444
Edelweiss Investment Advisors Private Limited EARC Trust SC 363 EARC Trust SC 440
Edelweiss Securities (Hong Kong) Private Limited EARC Trust SC 370 EARC Trust SC 441
Edelweiss Financial Services (UK) Limited EARC Trust SC 381 EARC Trust SC 447
Edelweiss Securities (IFSC) Limited EARC Trust SC 383 EARC Trust SC 425
ESL Securities Limited EARC Trust SC 386 EARC Trust SC 451
F - 261
Tel: +91-22-40094400 Fax: +91-22-40863610
Consolidated Financial Results for the quarter ended 30 June 2022

(` in Crores)
Quarter Ended Year Ended
(Refer Note 14)
1 Revenue from operations
(a) Interest income 696.56 794.89 773.28 3,045.48
(b) Dividend income 9.76 5.95 6.05 25.65
(c) Fee and commission income 310.50 410.60 285.35 1,443.83
(d) Net gain / (loss) on fair value changes (120.27) 64.56 305.11 724.44
(e) Premium from insurance business 287.17 610.87 255.74 1,644.45
(f) Other operating income 5.89 6.23 7.68 27.56
Total revenue from operations 1,189.61 1,893.10 1,633.21 6,911.41
2 Other income (Refer Note 12) 104.05 21.65 16.04 393.19
3 Total income (1+2) 1,293.66 1,914.75 1,649.25 7,304.60
4 Expenses
(a) Finance costs 626.39 729.34 802.32 2,984.11
(b) Impairment on financial assets (13.12) 22.96 (2.95) 42.27
(c) Change in valuation of credit impaired loans (Refer Note 6) 70.86 0.66 48.87 4.43
(d) Employee benefits expense (Refer Note 11) 149.21 214.17 235.59 1,064.27
(e) Depreciation and amortisation expense 31.81 26.24 35.86 151.12
(f) Change in insurance policy liability - actuarial (30.70) 353.83 209.06 1,169.96
(g) Policy benefits paid 131.18 154.86 114.51 512.59
(h) Other expenses 292.96 343.78 253.09 1,245.11
Total expenses 1,258.59 1,845.84 1,696.35 7,173.86
Profit / (loss) before share in profit / (loss) of associates and
5 35.07 68.91 (47.10) 130.74
tax (3-4)
6 Share in profit / (loss) of associates 20.52 16.68 21.19 96.65
7 Profit / (loss) before tax (5+6) 55.59 85.59 (25.91) 227.39
8 Tax expense
Current tax 42.09 18.19 30.57 107.77
Deferred tax (21.90) 22.02 (81.77) (92.46)
9 Net profit / (loss) for the period (7-8) 35.40 45.38 25.29 212.08
10 Other comprehensive income/(loss) (125.83) (78.61) (60.41) (119.44)
11 Total comprehensive income / (loss) (9+10) (90.43) (33.23) (35.12) 92.64
12 Net profit / (loss) for the period attributable to:

Owners of the company 26.38 42.45 18.09 188.79
Non controlling interests 9.02 2.93 7.20 23.29
Total 35.40 45.38 25.29 212.08
13 Other comprehensive income / (loss) for the period attributable to:

Owners of the company (85.52) (55.23) (27.63) (73.29)
Non controlling interests (40.31) (23.38) (32.78) (46.15)
Total (125.83) (78.61) (60.41) (119.44)
14 Total comprehensive income / (loss) for the period attributable to:

Owners of the company (59.14) (12.78) (9.54) 115.50
Non controlling interests (31.29) (20.45) (25.58) (22.86)
Total (90.43) (33.23) (35.12) 92.64
15 Earnings Per Share (`) (Face Value of ` 1/- each)

- Basic (Refer Note 5) 0.29 0.47 0.20 2.11
- Diluted (Refer Note 5) 0.29 0.47 0.20 2.11
Notes:
1 The consolidated financial results of Edelweiss Financial Services Limited ('EFSL' or 'the Company') and its subsidiaries and trusts (together referred as
'Group') and associates for the quarter ended 30 June 2022 have been reviewed and recommended by the Audit Committee and approved by the Board of
Directors at their respective meetings held on 04 August 2022.
2 The consolidated financial results of EFSL for the quarter ended 30 June 2022 have been subjected to limited review by the Statutory Auditors of the
Company and the auditors have issued an unmodified review report.
3 The Company has opted to publish Extracts of the Unaudited Consolidated Financial Results, pursuant to option made available as per Regulation 33 & 52
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Standalone financial results are available on the
Company's website viz. www.edelweissfin.com and on the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com). Key standalone financial
information is given below:
(` in Crores)
(Refer Note 14)
Total income 127.17 428.59 202.85 1,372.47

Profit / (loss) before tax 6.01 341.39 71.61 854.74
Net profit / (loss) after tax 1.24 339.56 71.61 933.36
Other comprehensive income / (loss) - (0.01) - (0.01)
Total comprehensive income / (loss) 1.24 339.55 71.61 933.35
F - 262
Tel: +91-22-40094400 Fax: +91-22-40863610
4 During the quarter ended 30 June 2022, the Company has issued 3,250 equity shares of face value of ` 1 each to the employees of the Company and it's
subsidiaries/associates on exercise of employee stock options.
5 Earnings per share for the quarters ended 30 June 2022, 31 March 2022 and 30 June 2021 are not annualised.
6 Change in valuation of credit impaired loans represents valuation movement of loans originated by consolidated ARC trusts.
7 Two Employee Welfare Trust(s) hold an aggregate 4,48,96,780 equity shares of the Company for incentive and welfare benefits for group employees as per
extant applicable SEBI regulations. Pursuant to the exercise of right available under Regulation 29 of SEBI (Share Based Employee Benefits) Regulations,
2014, the Company has applied before the expiry date of 27 October 2019 for extension of the time limit for disposing of aforesaid equity shares. The said
application is under consideration and approval for extension from SEBI is awaited as at date.
8 The Group has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of loans, receivables,
intangibles, investments and other assets and repayment ability of its borrowers. In developing the assumptions relating to the possible future uncertainties
in the economic conditions because of this pandemic, the Group has used internal and external sources of information. The Group has assessed the impact
of the COVID-19 pandemic on its liquidity and ability to repay its obligations as and when they are due. The Group has considered various financial support
from banks and other fund-raising opportunities in determining the Group’s liquidity position over the next 12 months. The Group has reviewed the
assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Group’s
financial results may differ from that estimated as at the date of approval of these financial results and the Group will continue to closely monitor any
material changes to future economic conditions.
9 Edelweiss Custodial Services Limited ("ECdSL"), a associate of the Company challenged an order, by an investigating agency, marking lien on its clearing
account, before the 47th Additional Chief Metropolitan Magistrate Court, Mumbai. Since the investigation against Anugrah Stock and Broking Pvt. Ltd.
(“trading member”), for which ECdSL was a clearing member, is still under process, the said Court contended that it had no objection to setting aside the
lien order, upon ECdSL providing an undertaking to keep sufficient assets unencumbered.
ECdSL has provided undertaking to keep sufficient unencumbered assets amounting to ` 460.32 crores belonging to the Group and associate and the said
lien order has been set aside. The matter has been listed for further hearing and there is no further update on this matter during the quarter.
The MCSGF Committee of NSE Clearing Limited (“NCL”) vide its order dated 20 October 2020 has directed ECdSL to adhere to instructions of National
Stock Exchange (“NSE”) / NCL, to appropriately reinstate the securities wherever trading member’s clients had credit balance, but the securities got
liquidated. ECdSL filed an appeal against the impugned order with Securities Appellate Tribunal (“SAT”). SAT vide its order dated 05 November 2020 has
directed ECdSL to give an undertaking to NCL that it will deposit ` 212 crores or other amount as directed by the SAT after disposal of Appeal. ECdSL has
provided the declaration to NCL. The matter has been listed for further hearing and there is no further update on this matter during the quarter.
Various Arbitration/Writ Petitions have been filed before the Hon’ble Bombay High Court (“Hon’ble Court”) by various end clients of the trading member
against trading member and its associates. ECdSL has been made party to the same. All the Writ Petitions have been tagged together and common orders
have been passed. The matters are yet to be listed for further hearing.
One of the customer of Anugrah had filed the FIR Complaint at Police station at Hyderabad against its Stock Broker i.e. Anugrah and its affiliates Teji
Mandi. ECdSL has been made party to the same. ECdSL, has received notice from Police Station at Hyderabad to provide certain information/documents
related to the matter and all the information/documents are provided till date by ECdSL.
ECdSL believes that it has acted in accordance with the agreement entered with the trading member and in accordance with applicable laws and
regulations. Accordingly, there is no adjustment required in the financial results of the Group for the quarter ended 30 June 2022.
10 During the quarter ended 30 June 2022, one subsidiary of the Company had sold certain financial assets amounting to ` 319.03 crores (net of provisions) to
various asset reconstructions company trusts (‘ARC Trusts’) and acquired security receipts (SR) amounting to ` 271.18 crores from these ARC Trusts. Ind
AS 109 – ‘Financial Instruments’, prescribed under section 133 of the Companies Act, 2013, requires substantially all risks and rewards to be transferred for
the purpose of de-recognition of such financial assets from the subsidiary financial results. The Company had undertaken substantially all risks and rewards
in respect of such financial assets. As a result, these financial assets were de-recognized in the subsidiary financial results. Based on assessment of
probability of default, loss given default in respect of these financial assets and in light of various factors viz. exposures to certain sectors and assessment
of credit and market risks for certain counter parties relative to such risks at initial recognition, the Group has recorded fair value gain of ` 21.42 crores (net)
for the quarter ended and is included in “Net gain / (loss) on fair value changes”.
11 During the quarter ended 30 June 2022, employee benefits expense includes a reversal of bonus provision of ` 47 crores.
12 Other income includes profit of ` 76 crores on account of sale of investment property.
13 The Indian Parliament has approved the Code on Social Security, 2020 which subsumes the Provident Fund and the Gratuity Act and rules there under.
The Ministry of Labour and Employment has also released draft rules thereunder on 13 November 2020 and has invited suggestions from stakeholders
which are under active consideration by the Ministry. The Company will evaluate the rules, assess the impact if any, and account for the same once the
rules are notified and become effective.
14 The figures for quarter ended 31 March 2022 are the balancing figures between audited figures in respect of the full financial year and the published year to
date figures up to the nine months ended 31 December 2021. The figures up to the end of the nine months period ended 31 December 2021 are subjected
to a limited review by the Statutory Auditors of the Company.
F - 263
Tel: +91-22-40094400 Fax: +91-22-40863610
15 Consolidated Segment Results for the quarter ended 30 June 2022

(` in Crores)
(Refer Note 14)
1 Segment revenue [Total income]
Agency business 120.72 141.30 126.41 555.78
Capital business 551.43 608.82 583.76 2,798.96
Insurance business 200.56 682.88 416.91 2,194.33
Asset reconstruction business 339.32 320.10 263.82 1,023.27
Treasury business 75.58 172.55 272.88 783.59
Unallocated 26.57 5.78 6.66 45.32
Total income 1,314.18 1,931.43 1,670.44 7,401.25
2 Segment results [Profit / (loss) before tax]
Agency business 17.73 18.65 8.83 85.62
Capital business (5.57) 23.68 (207.15) (201.25)
Insurance business (94.95) (85.35) (58.95) (310.85)
Asset reconstruction business 147.57 121.15 61.46 365.72
Treasury business (5.76) 16.63 173.42 295.84
Unallocated (3.43) (9.17) (3.52) (7.69)
Total profit / (loss) before tax 55.59 85.59 (25.91) 227.39
3 Segment assets
Agency business 764.10 720.25 688.21 720.25
Capital business 22,896.62 23,927.07 27,328.57 23,927.07
Insurance business 6,879.28 7,085.06 5,821.14 7,085.06
Asset reconstruction business 6,177.00 6,095.59 6,271.72 6,095.59
Treasury business 2,443.15 3,268.88 2,980.45 3,268.88
Unallocated 2,090.11 2,090.93 1,925.55 2,090.93
Total assets 41,250.26 43,187.78 45,015.64 43,187.78
Agency business 385.39 391.21 273.35 391.21
Insurance business 6,299.53 6,330.75 5,261.86 6,330.75
Treasury business 1,458.41 2,360.49 1,783.49 2,360.49
Unallocated 254.17 273.76 251.68 273.76
Total liabilities 33,752.47 35,595.46 37,368.89 35,595.46
5 Segment capital employed [Segment assets - Segment liabilities]
Agency business 378.71 329.04 414.86 329.04
Insurance business 579.75 754.31 559.28 754.31
Treasury business 984.74 908.39 1,196.96 908.39
Unallocated 1,835.94 1,817.17 1,673.87 1,817.17
Total capital employed 7,497.79 7,592.32 7,646.75 7,592.32
The Company has prepared its consolidated segment reporting which represent its business lines suah as, Agency business, Capital business, Asset
reconstruction business, Insurance & Treasury business. Agency business includes advisory and other fee based businesses; Capital business represents
lending business and investment activities; Asset reconstruction business represents purchase and resolution of distress assets; Insurance business represents
life insurance business and general insurance business. Treasury business represents income from trading activities.
16 The previous period/year figures have been regrouped/reclassified wherever necessary to conform to current period's presentation.
17 The consolidated financial results will be available on the Company’s website - www.edelweissfin.com
On behalf of the Board of Directors
Rashesh Shah
Mumbai, 04 August 2022. Chairman
F - 264
MATERIAL DEVELOPMENTS
Other than as disclosed below, there have been no material developments since June 30, 2022, till the date of filing this
Tranche II Prospectus, which may have implications on the financials / credit quality at the time of this Tranche II Issue,
which may affect this Tranche II Issue or the investor’s decision to invest or continue to invest in the debt securities.
1. Details of Employee Stock Option Schemes
Please refer below for the details of ESOP 2011 as on September 26, 2022:

5 Stock options lapsed 3,52,23,928
Please refer below for the details of SAR 2019 as on September 26, 2022:

1 Stock options granted 4,00,00,000
3 Stock options exercised -
4 Total number of shares arising out of exercise of Stock options -
6 Exercise price (In ₹) Between 61 – 180.65
Note: On exercise of vested SARs, the Grantees would receive the appreciation value in (i) cash; or (ii) by way of
issuance of Equity Shares. The number of Equity Shares to be issued shall be determined on the basis of the application
value, divided by the market price per Equity Share on the date of exercise. In case of settlement of the appreciation
value by way of issue of Equity Shares, the grantee will be required to pay the face value of the quantum of such
Equity Shares, i.e., ₹ 1 per Equity Share granted.
170
FINANCIAL INDEBTEDNESS
As on June 30, 2022, our Company had outstanding total borrowings, on a standalone basis, of ₹ 24,611.69 million.
Sr. Nature of Borrowings Amount Outstanding (in ₹ million)* %

No.
1. Secured borrowings 24,611.69 100.00
2. Unsecured borrowings - -
Total Borrowings 24,611.69 100.00
* The above amount is calculated after considering IndAS adjustments.
Set forth below, is a summary of the borrowings by our Company outstanding as on June 30, 2022, together with a brief
description of certain significant terms of such financing arrangements.
Details of secured borrowings:
Our Company’s outstanding borrowings through debt securities, on a standalone basis, as on June 30, 2022 amounts to ₹
24,611.69 million. The details of the secured borrowings are set out below:
1. Secured Redeemable non-convertible debentures (public placements):
Our Company has issued secured redeemable non-convertible debenture of face value of ₹ 1,000 on a public placement
basis of which ₹ 2,087.94 million is outstanding (including accrued interest) as on June 30, 2022, the details of which are
set forth below:

Description ISIN Tenor/ Coupo Date of Amount Redemption/ Credit
period of n (p.a.) allotment outstanding Maturity date Rating
maturity in % (including
(Days) accrued
interest)*
Secured, rated, listed, INE532F07BK 1,095 9.35 January 8, 610.03 January 8, 2024 BWR
non-convertible 7 2021 AA-
redeemable debentures /Stable &
CARE
A+/Stable
Secured, rated, listed, INE532F07BL5 1,095 NA January 8, 176.91 January 8, 2024 BWR
non-convertible 2021 AA-
CARE
A+/Stable
Secured, rated, listed, INE532F07BM 1,826 9.39 January 8, 562.32 January 8, 2026 BWR
CARE
A+/Stable
Secured, rated, listed, INE532F07BN 1,826 9.80 January 8, 358.11 January 8, 2026 BWR
CARE
A+/Stable
Secured, rated, listed, INE532F07BO 1,826 NA January 8, 124.11 January 8, 2026 BWR
CARE
A+/Stable
Secured, rated, listed, INE532F07BP6 3,652 9.53 January 8, 181.78 January 8, 2031 BWR
171
Description ISIN Tenor/ Coupo Date of Amount Redemption/ Credit
period of n (p.a.) allotment outstanding Maturity date Rating
(Days) accrued
interest)*
CARE
A+/Stable
Secured, rated, listed, INE532F07BQ 3,652 9.95 January 8, 74.68 January 8, 2031 BWR
CARE
A+/Stable
Above debentures are fully secured by receivables from Edel Finance Limited ₹ 2,170 million
*Excludes adjustment on account of EIR.
2. Secured Redeemable non-convertible debentures (public placements):
Our Company has issued Secured redeemable non-convertible debenture of face value of ₹1,000 on a public placement
set forth below:
Description ISIN Tenor/ Coupon Date of Amount Redemption/ Credit
period of (p.a.) allotment outstanding Maturity date Rating
(Days) accrued
interest)*
Secured, rated, listed, INE532F07BV 1,096.00 9.10 April 29, 508.04 April 29, 2024 BWR
redeemable debentures /Stable
&
Acuite
AA-
/Negativ
e
Secured, rated, listed, INE532F07BX 1,826.00 9.16 April 29, 819.61 April 29, 2026 BWR
&
Acuite
AA-
/Negativ
e
Secured, rated, listed, INE532F07BY 1,826.00 9.55 April 29, 306.07 April 29, 2026 BWR
&
Acuite
AA-
/Negativ
e
Secured, rated, listed, INE532F07CA 3,652.00 9.30 April 29, 191.42 April 29, 2031 BWR
&
Acuite
AA-
/Negativ
e
172
period of (p.a.) allotment outstanding Maturity date Rating
(Days) accrued
interest)*
Secured, rated, listed, INE532F07CB 3,652.00 9.70 April 29, 159.82 April 29, 2031
BWR
&
Acuite
AA-
/Negativ
e
Secured, rated, listed, INE532F07BW 1,096.00 NA April 29, 138.57 April 29, 2024 BWR
&
Acuite
AA-
/Negativ
e
Secured, rated, listed, INE532F07BZ5 1,826.00 NA April 29, 103.53 April 29, 2026 BWR
&
Acuite
AA-
/Negativ
e
Above debentures are fully secured by receivables from Edelweiss Rural and Corporate Services ₹ 2,400 million
3. Secured, Redeemable Non-convertible debentures (public placement):
Our Company has issued secured redeemable non-convertible debenture of face value of ₹1,000 on a public placement
set forth below:
period of (p.a.) in allotment outstanding Maturity date Rating
maturity % (including
(Days) accrued
interest) (₹
million)*
Secured, rated, listed, INE532F07CC2 1096 8.75 September 784.58 September 10, ACUITE
non-convertible 10, 2021 2024 AA-
redeemable /Negative
debentures & ICRA
A+/Stable
Secured, rated, listed, INE532F07CD0 1096 9.1 September 868.25 September 10, ACUITE
debentures & ICRA
A+/Stable
Secured, rated, listed, INE532F07CE8 1096 NA September 318.81 September 10, ACUITE
debentures & ICRA
A+/Stable
173
period of (p.a.) in allotment
outstanding Maturity date Rating
(Days) accrued
interest) (₹
million)*
Secured, rated, listed, INE532F07CF5 1826 9.15 September 827.80 September 10, ACUITE
debentures & ICRA
A+/Stable
Secured, rated, listed, INE532F07CG3 1826 9.55 September 479.48 September 10, ACUITE
debentures & ICRA
A+/Stable
Secured, rated, listed, INE532F07CH1 1826 NA September 148.23 September 10, ACUITE
debentures & ICRA
A+/Stable
Secured, rated, listed, INE532F07CI9 3652 9.3 September 285.56 September 10, ACUITE
debentures & ICRA
A+/Stable
Secured, rated, listed, INE532F07CJ7 3652 9.70 September 109.14 September 10, ACUITE
debentures & ICRA
A+/Stable
Above debentures are fully secured by receivables from Edelweiss Rural and Corporate Services ₹ 2,000 million and
ECap Securities & Investments Limited ₹ 2,050 million.z
4. Secured, Redeemable Non-convertible debentures (public placement):
Our Company has issued secured redeemable non-convertible debenture of face value of ₹ 1,000 on a public placement
set forth below:
(Days) accrued
interest)*
Secured, rated, listed, INE532F07C 730 8.75 December 769.70 December 28, CRISIL
non-convertible L3 28, 2021 2023 AA-
redeemable debentures /Negative
ACUITE
AA-
/Negative
Secured, rated, listed, INE532F07C 730 NA December 124.73 December 28, CRISIL
non-convertible M1 28, 2021 2023 AA-
ACUITE
AA-
/Negative
174
(Days) accrued
interest)*
non-convertible N9 28, 2021 2024 AA-
ACUITE
AA-
/Negative
non-convertible O7 28, 2021 2024 AA-
ACUITE
AA-
/Negative
non-convertible P4 28, 2021 2024 AA-
ACUITE
AA-
/Negative
non-convertible Q2 28, 2021 2026 AA-
ACUITE
AA-
/Negative
non-convertible R0 28, 2021 2026 AA-
ACUITE
AA-
/Negative
non-convertible S8 28, 2021 2026 AA-
ACUITE
AA-
/Negative
non-convertible T6 28, 2021 2031 AA-
ACUITE
AA-
/Negative
non-convertible U4 28, 2021 2031 AA-
ACUITE
AA-
/Negative
Above debentures are fully secured by receivables from Edel Finance Limited amounting to ₹ 5,000 million
175
5. Unrated, Unlisted, Secured, Redeemable Non-Convertible Debentures (private placements):
Our Company has issued unrated, secured redeemable non-convertible debenture of face value of ₹ 782,143 on a private
placement basis of which ₹ 2,737.88 million is outstanding (including accrued interest) as on June 30, 2022, the details
of which are set forth below:
Description Tenor/ period of Coupon (p.a.) in Date of Amount outstanding Redemption/ Credit
maturity (Days) % allotment (including accrued Maturity date Rating
interest) (₹ million)*
Secured, unrated, 1,506 5.00% March 2,737.88 April 30, 2025 NA
unlisted, non- 16, 2021
convertible
redeemable
debentures
Above debentures are fully secured by pledge over 59.82% of the total issued and paid-up equity share capital of
Edelweiss Asset Reconstruction Company.
6. Rated, Listed, Secured, Redeemable Non-Convertible Debentures (private placement):
Our Company has issued rated, secured redeemable non-convertible debenture of face value of ₹1,000,000 on a private
placement basis of which ₹ 6,550.93 million is outstanding (including accrued interest) as on June 30, 2022, the details
of which are set forth below:

(Days) accrued interest)
(₹ million)*
Secured, rated, listed, non- INE532F07CK 730 11.00% October 6,550.93 October 05, CRISIL
convertible redeemable 5 05, 2021 2023 AA-/
debentures* Negative
Above debentures are fully secured by pledge over 38.53% of the total issued and paid-up equity share capital of Nuvama
Wealth Management Limited (formerly known as Edelweiss Securities Limited).
7. Secured Redeemable non-convertible debentures (private placements):
Sr. No. Description ISIN Tenor/ Coupon Issue Amount Redemption/ Credit
Period of (p.a.) in Amount outstanding Maturity Rating
Maturity % (₹ million) Date
(Days)
1 J3L001A INE532F07BJ 1,095 NA 105.70 120.50 December 18, BWR PP-
9 2023 MLD AA-
/Stable
2 J3L001A01 INE532F07BJ 1,092 NA 10.00 11.39 December 18, BWR PP-
9 2023 MLD AA-
/Stable
3 I5A101A INE532F07B 1825 NA 350.00 390.81 January 13, BWR PP-
T8 2026 MLD AA-
/Stable
4 J3A102A INE532F07B 1096 NA 150.00 167.78 January 15, BWR PP-
R2 2024 MLD AA-
/Stable
5 J3L001A03 INE532F07BJ 1068 NA 45.00 51.28 December 18, BWR PP-
9 2023 MLD AA-
/Stable
6 J5A101A INE532F07B 1826 NA 50.00 55.17 January 14, BWR PP-
S0 2026 MLD AA-
/Stable
176
(Days)
9 2023 MLD AA-
/Stable
8 J3A102A01 INE532F07B 1085 NA 200.00 223.70 January 15, BWR PP-
R2 2024 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
9 2023 MLD AA-
/Stable
R2 2024 MLD AA-
/Stable
9 2023 MLD AA-
/Stable
9 2023 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
9 2023 MLD AA-
/Stable
R2 2024 MLD AA-
/Stable
R2 2024 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
R2 2024 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
R2 2024 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
R2 2024 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
177
(Days)
R2 2024 MLD AA-
/Stable
S0 2026 MLD AA-
/Stable
Above debentures are fully secured by pari passu charge over present and future receivables of the Company excluding
the receivables which are charged with other lenders, trustees or creditors.
Corporate Guarantee
As on June 30, 2022, our Company has issued corporate guarantee amounting to ₹ 29,404.57 million:

Sr. No. Company name Nature of Nature of facility Amount Amount outstanding
Counterparty sanctioned as on June 30, 2022
1 Edel Land Limited Subsidiary MLDs 25,000.00 1,497.10
2 ECL Finance Limited Subsidiary Banking facility 3,500.00 1600.90
3 Edelweiss Asset Reconstruction Subsidiary MLDs, NCDs and 38,750.00 18,900.20

Company Limited Banking facility
4 Edelweiss Custodial Services Associate Banking facility 5,000.00 5,000.00
Limited
5 Nuvama Wealth Finance Limited Associate Preference shares, 720.70 138.27
(formerly known as Edelweiss trading and banking
Finance & Investments Limited) facility
6 Edel Finance Company Limited Subsidiary MLDs 15,000.00 470.00
7 Edelweiss Housing Finance Subsidiary Banking facility 3,700.00 1,283.10

Limited
8 Edelweiss Alternative Asset Subsidiary Term Loan 1,250.00 515.00
Advisors Limited
Total 92,920.7 29,404.57
Details of unsecured borrowings:
Commercial Paper:
Our Company has not issued any commercial papers as on June 30, 2022.
Inter-Corporate Deposits:
Our Company has not borrowed any amount by way of inter-corporate deposits as on June 30, 2022.
Inter-Corporate Loans:
Our Company has not borrowed any amount by way of demand loans under the same management as on June 30, 2022.
Loan from Directors and Relatives of Directors:
Our Company has not raised any loan from directors and relatives of directors as on June 30, 2022.
178
Restrictive Covenants under our Financing Arrangements:
Our financing agreements include various restrictive conditions and covenants restricting certain corporate actions and
our Company is required to take the prior approval of the debenture trustee before carrying out such activities. For
instance, our Company, inter-alia, is required to obtain the prior written consent in the following instances:
a. Effect any change in control of our Company.
b. Permit any transfer of the controlling interest or make any drastic change in the management set-up.
c. Change or in any way alter the capital structure.
d. Implement a new scheme of expansion or take up an allied line of business or manufacture.
e. Effect any scheme of amalgamation or reconstruction.
f. to amend the constituent documents of certain companies of our Company.
Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt securities.
As on the date of this Tranche II Prospectus, there has been no rescheduling, default and/or delay in payment of principal
or interest on any existing term loan, debt security(ies) or any other financial indebtedness including corporate guarantee
issued by the Issuer in the past three years.
Details of the rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /
Preference Shares)
Nil
Details of any outstanding borrowing taken/ debt securities issued where taken / issued (i) for consideration other
than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option.
Nil
179
SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS
Our Company, Directors, Promoter, Subsidiaries and our group companies are subjected to various legal proceedings
from time to time, mostly arising in the ordinary course of its business. The legal proceedings are initiated by us and also
by customers and other parties. These legal proceedings are primarily in the nature of (a) arbitration petitions (b) civil
suits (c) criminal complaints, (d) consumer complaints, (e) tax matters and (f) petitions pending before appellate
authorities. We believe that the number of proceedings in which we are involved in is not unusual for a company of our
size in the context of doing business in India. Except as disclosed below, there is no outstanding litigation involving our
Company, Subsidiaries, Promoters, Directors and group companies or any other person that would have a material adverse
effect on our operations or financial position which may affect the Issue or the investor’s decision to invest in the Issue.
The Debenture Fund Raising Committee has set a materiality threshold for disclosure of events or information in relation
to the Issue encompassing all pending litigation involving our Company, Promoter, Directors, Subsidiaries and group
companies, other than criminal proceedings, and regulatory proceedings (which would be disclosed in a consolidated
manner), as ‘material’ for the purposes of disclosure in this Tranche II Prospectus if: (i) the monetary amount of claim
by or against the entity or person in any such pending litigation is in excess of an amount of ₹1,000 million, or (ii) any
such litigation or regulatory action the outcome of which has a bearing on the business, operations, prospects or reputation
of our Company, irrespective of the amount involved in such litigation.
It Is clarified that for the purposes of the above, pre-litigation notices received by our Company, Directors, our Promoter,
Subsidiaries or our group companies shall, unless otherwise decided by our Board of Directors/Fund Raising Committee,
not be considered as litigation until such time that our Company, Directors, Promoter, Subsidiaries and/or group
companies, as the case maybe, is impleaded as a defendant in litigation proceedings before any judicial forum.
Except as disclosed below, there are no pending proceedings pertaining to:
a. matters likely to affect operations and finances of our Company, Subsidiaries, Promoter, Directors, group companies,
or any other person, whose outcome could have a material adverse effect on our Company, including disputed tax
liabilities and contingent liabilities of any nature;
b. any default and non-payment of statutory dues;
c. litigation or legal action pending or taken against the promoters of the Company by a Government Department or a
statutory body during the last three years immediately preceding the year of the issue of this Tranche II Prospectus;
d. The details of acts of material frauds committed against the Company in the last three years, if any, and if so, the
action taken by the Company;
e. there are no failures or defaults to meet statutory dues, institutional dues and dues towards instrument holders
including holders of debentures, fixed deposits and arrears on cumulative preference shares, etc., by our Company;
f. pending proceedings initiated against our Company for economic offences; and
g. inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013, or any previous
companies law (including where there were any prosecutions filed) and fines imposed or compounding of offences
by our Company in the last three years immediately preceding the year of issue of this Tranche II Prospectus against
our Company and our Subsidiaries fines imposed on or compounding of offences done by our Company and our
Subsidiaries in the last three years immediately preceding the year of issue of this Tranche II Prospectus.
h. any material event/ development or change having implications on the financials/credit quality (e.g. any material
regulatory proceedings against the Issuer/promoters, litigations resulting in material liabilities, corporate
restructuring event etc) which may affect the issue or the investor's decision to invest in the Issue.
1. Material civil litigations and all regulatory actions involving our Company
(a) As on the date of this Tranche II Prospectus, following are material civil litigations in our Company:
180
(i) Civil Litigation
By our Company
Our Company along with ECL Finance Limited, Edelweiss Retail Finance Limited, Edel Finance Company
Limited, Nuvama Wealth Finance Limited (formerly known as Edelweiss Finance & Investments Limited),
Edelweiss Finvest Limited (now merged with Edel Finance Company Limited), Allium Finance Private
Limited, Edelweiss Housing Finance Limited (“Plaintiff”) jointly filed a defamation suit against Moody’s
Corporation and others (“Moody’s”) before the Bombay High Court (“Court”), as Moody’s in their
research report titled “Nonbank financial institutions – India” and “Economic slowdown worsened by
coronavirus will exacerbate liquidity stress”, published misleading information about Edelweiss’ liquidity
position on May 18, 2020. On July 23, 2020, the Court issued directions to Moody’s to publish a clarification
specifying that the error in the report dated May 18, 2020, pertaining to Edelweiss has been rectified and
that report of May 18, 2020 should not be relied upon. The matter is currently pending.
Against our Company
Our Company has been served with provisional attachment order dated May 18, 2020 (“PAO”) from the
office of the Enforcement Directorate, Jalandhar, under various provisions of PMLA against the immovable
properties and investments of Kuldeep Singh, Vikram Seth and others for allegedly siphoning off about
₹213.10 million from Bank of Baroda, Phagwara Branch. It is revealed from PAO that certain non-
performing asset were taken over by our group entity, Edelweiss Asset Reconstruction Company Limited
(“EARC”) under assignment deed from State Bank of Patiala (now merged with State Bank of India) in its
ordinary course of business. Our Promoter has been served with show cause notice dated July 10, 2020 from
the Adjudicating Authority, PMLA, New Delhi (“Authority”). Our Company has been served with show
cause notice dated July 10, 2020 under Section 8 of PMLA inter alia inquiring about source of income,
earning or assets by means of which our Company acquired attached property and directed to appear before
the Adjudicating Authority, New Delhi along with supporting evidence/documents. EFSL filed its
application dated December 7, 2020 before Adjudicating Authority, PMLA and advanced submissions that
it has been incorrectly arraigned in the present proceedings. EARC, also filed its reply dated November 2,
2020 before the Authority on merit to decline confirmation of PAO. Upon noting the submission of EFSL,
the Adjudicating Authority adjourned the matter for final arguments. The Authority vide its order dated
December 28, 2021 confirmed the PAO against the proprieties under provisions of the PMLA Act and
ordered to continue pending investigation. Being aggrieved, EARC preferred an Appeal being no 4530 of
2022 before the hon’ble appellate tribunal constituted under PMLA Act challenging said order and the same
is pending for hearing. Our Company also adopted further appropriate steps by way of Appeal challenging
the said order. The matter is currently pending.
(ii) Criminal Litigation
By our Company
A. Our Company vide its letter dated December 30, 2011 had filed a complaint under various sections of
IPC, the Information Technology Act, 2000, Trademark Act, 1999, and the Copyright Act, 1957 against
Vaibhav Singh, Percept Profile, Harindra Singh, Shailendra Singh, Rajeev Mehrotra and unknown
persons in relation to press release titled “Edelweiss Asset Management Head Quits, to Start Own”,
which was allegedly released by the aforesaid employees of Percept Profile on behalf of our Company.
Our Company also moved a criminal writ petition before Bombay High Court against the State of
Maharashtra and others, praying inter alia, that the respondents or the Central Bureau of Investigation
(“CBI”) or any other agency be directed to register and investigate the aforesaid complaint dated
December 30, 2011. The Bombay High Court vide its order dated July 23, 2012, directed the police to
register a first information report on August 6, 2012 (“FIR”). Subsequently, Harindra Singh and
181
Shailendra Singh filed a Criminal Application before the Bombay High Court praying inter alia for
quashing the FIR. Further, Rajeev Mehrotra filed a criminal application before Bombay High Court
inter alia praying for declaration that investigation under FIR is null and void and for staying further
proceedings in the FIR. The Court, vide its order dated December 3, 2012, directed that a 72 hours’
advance notice has to be given prior to any arrest of any of the accused in the case, so that appropriate
remedy can be sought. The matter is currently pending.
B. On June 13, 2020, our Company filed a criminal complaint against LeapUp-Edutech Private Limited
and its two directors (“Accused”) for having committed offences under provisions of Indian Penal
Code, inter alia defamation, cheating, criminal breach of trust, hatching a criminal conspiracy along
with mischief for publishing defamatory video against our Company, on its private channel on
YouTube. The video has been taken down by the Accused. The matter is currently pending.
Against our Company
Nil
(iii) Regulatory Proceedings involving our Company
A. Our Company (ought to have been ECL Finance Limited) has been served with a notice dated February
16, 2022 (“Notice”) issued by Member Secretary, Micro and Small Enterprises Facilitation Council,
MMR Region, Mumbai inter-alia informing that one M/s. Pagdandi Marketing Solutions Private
Limited (“Complainant”), the complainant has filed a petition on Samadhan Portal under Section 18(1)
of Micro Small Medium Enterprises Development Act, 2006. The Complainant, being channel partner
of ECL Finance Limited for sourcing equipment and mortgaged finance, alleged against ECL Finance
Limited for non-payment of commission / invoice amounting to ₹ 2.36 million along with interest of ₹
2.30 million aggregating to ₹ 4.66 million for processing of loan business. Our Company filed its
application dated July 07, 2022 challenging maintainability of the captioned petition on merit alongwith
copy of criminal complaint filed against the directors of the Complainant. The Petition is pending for
hearing.
2. Litigation or all legal or regulatory actions involving our Promoter as on the date of this Tranche II Prospectus
(i) The Enforcement Directorate, Ministry of Finance, (“ED”) vide a letter dated January 3, 2020 (“Summon”), issued
under Sections 37(1) and (3) of the Foreign Exchange Management Act, 1999 read with Section 131(1) of the Income
Tax Act, 1961 and Section 30 of the Code of Civil Procedure 1908, the Chairman of our Company and requested his
personal attendance in case of Capstone Forex Private Limited and others on January 9, 2020 to give evidence and
produce books of account or other documents specified in the Summon. The Chairman of our Company attended the
office of ED on January 15, 2020, and the authorized representative of our Company vide letter dated January 15,
2020, inter alia responded to the Summon and provided the information sought in the Summon. Subsequently, further
queries were responded to vide email dated January 17, 2020 and letter dated January 22, 2020. No request for
information or personal appearance is pending to be complied. The matter is currently pending.
(ii) Sharad Jagtiani, a client of Nuvama Wealth Management Limited (“NWML”) (formerly known as Edelweiss
Securities Limited) filed an application dated November 11, 2008 under Section 156(3) of the Criminal Procedure
Code, 1973(“CrPC”) before the Additional Chief Metropolitan Magistrate, Rohini Courts, Delhi (“Court”) against
NWML and others, including our Company’s Promoters Rashesh Shah and Venkatchalam Ramaswamy, alleging
unauthorised trading in futures and options (“F&O”) in Sharad Jagtiani’s account and a loss of approximately ₹4.1
million to Sharad Jagtiani’s son on account of cheating, breach of trust and conspiracy. A first information report
dated January 16, 2009 (“FIR”) was registered in Subhash Palace Police Station, Delhi, alleging loss of
approximately ₹4.1 million in the stock market trade on account of cheating, breach of trust and conspiracy by the
Sharad Jagtiani. The police proceeded to investigate the allegations and on October 11, 2010, a closure report
182
(“Report”) was filed by the investigating officer before the Court. The Report was challenged by Sharad Jagtiani by
way of Application under Section 173 (8) of the CrPC. The matter is currently pending.
(iii) S & D Financials Private Limited (“SDFL”), a client of Nuvama Wealth Management Limited (“NWML”) (formerly
known as Edelweiss Securities Limited) filed an application under Section 156(3) of the CrPC pursuant to which a
first information report dated March 22, 2008(“FIR”) was registered under various sections of IPC against NWML
and our Company’s Directors and Promoters, Rashesh Shah and Venkatchalam Ramaswamy and others. In the FIR,
SDFL inter-alia alleged Rashesh Shah and Venkatchalam Ramaswamy and others of unauthorised trading, criminal
breach of trust and cheating SDFL in future and options transactions amounting to ₹8.48 million. NWML vide a
letter dated September 8, 2008, denied all the allegation against it and inter alia stated that (a) there are arbitration
proceedings initiated by NWML against SDFL for non-payment of monies which are currently pending; and (b)
there was a running account maintained between NWML and SDFL and only when SDFL suffered a loss in January
2008, it chose to file a criminal complaint on frivolous grounds to avoid payment of monies to NWML . The matter
is currently pending.
(iv) ECL Finance Limited, our Promoter Rashesh Shah and other employees of ECL Finance Limited (“Accused”) are
in receipt of a complaint under various section of IPC filed by one Amir Ahmad (“Complainant”). The Complainant
has alleged that ECL Finance Limited arbitrarily liquidated his 4383 equity shares of HDFC Bank Limited, pledged
with ECL Finance Limited as Security for repayment of ESOP loan facility amounting to ₹ 5.74 million and
unsecured loan facility amounting to ₹ 2.35 million availed by the Complainant. ECL Finance limited vide its letter
dated January 12, 2021 replied to the said notice alongwith relevant documents denying the allegations made by the
Complainant. Further, all the Accused have filed their replies vide letter dated February 2, 2021. The investigation
is currently pending.
(v) ECL Finance received notice dated April 5, 2021, from its borrower Dr. Mohammad Ali Kaka Patankar (A to Z
Diagnostic Centre), Mumbai (“Borrower”) through his Advocate regarding alleged high-handed behaviour of
collection executives during their visit to his residence on March 30, 2021, for recovery of outstanding dues/EMIs.
The Borrower vide another letter dated April 7, 2021, made a complaint before the President of the Maharashtra
State Minorities Commission (“MSMC”) for alleged intimidation (“Complaint”). Based on the Complaint, the
MSMC issued a notice under Section 10 of the MSMC Act 2004 to the Deputy Commissioner of Police, Circle 5,
Mumbai and Mr. Rashesh Shah, Chairman for appearance and hearing. The matter is currently pending.
(vi) BE Office Automation Product Private Limited (“Petitioners”) filed Civil Original Contempt Petition No. 362 of
2021 before the Punjab and Haryana High Court (“Court”) against various parties including our Promoter, Mr.
Venkatchalam Arakoni Ramaswamy, for willfully and deliberately violating order dated December 8, 2017 passed
by the Commercial Court, Gurugram in Arbitration Case No. 04 of 2017.
The Petitioners and Orris had entered into commercial arrangements to develop certain residential properties on land
provided by the Petitioners. Certain disputes arose between Petitioners and Orris, and the Petitioners filed an
application under Section 9 of the Arbitration and Conciliation Act, 1996 before the ADJ, Commercial Court, and
Gurugram against Orris and others praying for restraint on alienation of inventory of the project in which third party
rights were already created. By an order dated December 8, 2017, the Court restrained Orris from creating third party
rights on the remaining units to be allocated to the Petitioners.
EARC entered into a deed of assignment (“Deed”) with L&T Housing Finance whereby a security interest was
created in favour of L&T Housing Finance on certain immovable assets in the Project. EARC issued a Public Caution
Notice after the execution of the Deed, inter-alia directing that an NOC has to be availed from EARC before selling
any units to a prospective purchaser. Any sale without the NOC of EARC will be null and void. Pursuant to
publication of the notice the Petitioners informed EARC that certain properties mentioned in the public notice form
part of the properties already handed over by Orris to the Petitioners pursuant to the order dated December 8, 2017.
EARC has admitted that inclusion of the said properties was a typographical error and has replied to the contempt
petition on merits. The matter is pending.
183
3. Material litigations involving our Directors as on the date of this Tranche II Prospectus
A. Civil litigation
Other than as mentioned under “-Material litigation or legal or regulatory actions involving our Promoter”,
there are no other civil proceedings against the Directors of EFSL.
B. Criminal litigation
Other than as mentioned below and under “-Material litigation or legal or regulatory actions involving our
Promoter”, there are no other criminal proceedings against the Directors of EFSL.
(i) Smt. Iti, a client of Edelweiss Financial Advisors Limited (“EFAL”) (now amalgamated with Edelweiss
Broking Limited (“EBL”) ), filed a first information report on June 30, 2012 (“FIR”), before Hari Parvat,
Janpad Police Station, Agra (“Station”) against Saurabh Jain, Richa Jain and Mahendra Jain (collectively
“Accused”), under Sections 420, 467, 468, 471 read with Section 120B of the Indian Penal Code, 1860 and
Sections 66, 66C and 66D of the Information Technology Act, 2000, for alleged unauthorised trading by
modifying her trading account and password with EBL. The total amount claimed by Smt. Iti is ₹ 13.8
million. Thereafter, notices were received by the director of EFSL, namely Himanshu Kaji (“Directors”)
from the Station and was followed by a supplemental charge sheet of the Station filed with the Chief Judicial
Magistrate, Agra (“CJM, Agra”). In response, a quashing petition under S 482 of the Criminal Procedure
Code was filed by the Directors in the Allahabad High Court (“AHC”) which stayed the proceedings before
the CJM, Agra. Similarly, a supplemental charge sheet was also filed by the Station against employees and
directors of EBL with the CJM, Agra. This was also stayed by the AHC pursuant to a Section 482
application. Further, in August 2019, the AHC clubbed the above Section 482 applications. The matter is
pending.
4. Litigation involving Subsidiaries.
(a) Edelweiss Asset Reconstruction Company Limited (“EARC”) and its Trust
(i) Civil proceedings by EARC Trusts
1. IDFC First Bank Limited (Assignor bank and applicant in the original application) filed an application
in DRT-Hyderabad against Coastal Projects Limited, and others for recovery of the debt amount from
defaulter, Coastal Projects Limited amounting to ₹2,382.76 million. EARC has acquired the debts
pertaining to Coastal Projects Limited from IDFC Bank Limited vide Assignment Agreement dated
August 24, 2018 under EARC Trust SC 341. After assignment of debts, EARC, acting in its capacity
of trustee has filed an application for impleadment as an applicant, in its capacity as assignee, in the
original application (“OA”) filed by IDFC Bank Limited in DRT Hyderabad, which was allowed by
DRT-Hyderabad.
Defendant’s also filed their counter claim of about ₹2,390 million against the Assignor Bank on the
ground that Bank, which was holding 3,385,939 shares of the defendant company in security, have
liquidated at much lower price of about ₹670 million without any notice to the defendants. Defendants
alleged that the liquidation is in violation of the provisions of the agreement executed between the Bank
and the Defendants and the Assignor bank ought to have realized ₹3,510 million upon liquidation of
securities.
Since the corporate debtor (i.e., Coastal Projects Limited) have undergone liquidation under the
Insolvency and Bankruptcy Code, 2016, EARC, acting in its capacity of trustee, had filed an interim
184
application for bringing on record the liquidator. The said interim application for bringing on record
the liquidator has been allowed and the matter was listed on March 2, 2020 for carrying out amendment
in the original application and issuing notices to the liquidator. The matter is currently pending for
recording evidence.
(ii) Civil proceedings against EARC Trusts
Other than as mentioned below and under “-Civil proceedings against ECL Finance”, there are no other
civil proceedings against EARC or EARC Trusts.
1. Winsome Yarns Limited, the Plaintiffs have filed a Civil Suit being No. 444 of 2020 before Civil Judge
(Junior Division), Ludhiana against the State of Punjab and EARC inter alia for declaration that the
assignment agreement dated December 10, 2015 executed between Punjab National Bank (“PNB”) and
EARC Trust SC 168 for the exposure of Winsome Yarns Ltd should not be relied upon by any legal
forum. The purchase consideration of the assignment agreement executed between PNB and EARC
Trust SC 168, is amounting to about ₹ 479.5 million. On February 13, 2020, EARC, acting in its
capacity of trustee, filed its written statement and filed an application under order 7 Rule 10 of CPC for
return of plaint consequent upon misjoinder of cause of actions. On February 24, 2020, the Plaintiffs
filed its reply to said application. The matter is pending for hearing due to pandemic Covid-19.
2. Winsome Yarns Limited, has filed a Petition being Miscellaneous Application No. 24 of 2020 before
the Court of Chief Controlling Revenue Authority-cum-Financial Commissioner (Revenue) Punjab,
Chandigarh (“CCRA”) inter-alia praying for an order that EARC, in its capacity as Trustee be directed
not to act upon the assignment agreement dated December 10, 2015 executed between PNB and EARC
Trust for want of paying requisite stamp duty before any lawful authority including DRT/NCLT,
Chandigarh etc. CCRA vide its interim order dated February 03, 2020 passed an order to issue notice
to District Collector, Ludhiana to submit certified copy of the assignment agreement dated December
10, 2015 and to submit his opinion on quantum of stamp duty, if any payable and if so, by which party.
CCRA further passed an order to issue notice to EARC, acting in its capacity as trustee, for appearance
before CCRA and to contest the stamp duty liability amounting to about ₹14.59 million and interest, if
any. On February 19, 2020 EARC, acting in its capacity as trustee, entered its appearance, however on
account of pandemic Covid-19, matter adjourned from time to time. On October 07, 2020 EARC, acting
in its capacity as trustee, filed its reply and an application for maintainability of miscellaneous
application, which was rejected by CCRA. The matter is pending for final arguments.
In the meantime, EARC, acting in its capacity as trustee, filed a Civil Writ Petition being No. 13346 of
2020 before the High Court at Punjab & Chandigarh against (i) State of Punjab through CCRA, Punjab,
(ii) Deputy Commissioner, Ludhiana and (iii) Joint Sub Registrar cum Naib Tehsildar, Mullanpur
Dhakan, Ludhiana inter-alia challenging the ex-parte interim order dated February 03, 2020 passed by
CCRA.
In the meantime, EARC filed a Civil Writ Petition being No. 13346 of 2020 before the High Court at
Punjab & Chandigarh against (i) State of Punjab through CCRA, Punjab, (ii) Deputy Commissioner,
Ludhiana and (iii) Joint Sub Registrar cum Naib Tehsildar, Mullanpur Dhakan, Ludhiana inter-alia
challenging the ex-parte interim order dated February 03, 2020 passed by CCRA.
Winsome Yarns Limited, filed an application before the Hon’ble High Court to become a party in Civil
Writ Petition filed by EARC Trust, which was allowed by the Court vide its Order dated November 05,
2020 with the observations that Winsome Yarns Limited shall assist the Court on the legal aspect of
payment of stamp duty. On December 07, 2020, the Hon’ble High Court observed that the CCRA would
dispose of the pending application of EARC qua maintainability and pass an appropriate order thereon
in accordance with Law. The said Writ Petition was disposed off vide order dated October 26, 2021
185
wherein the Hon’ble High Court of Punjab and Haryana, while allowing said petitions has set aside
impugned orders in all the Petitions and the consequence of the same is that EARC Trust no longer has
any stamp duty liability as on date. The matter is pending before CCRA.
CCRA vide its Order dated December 18, 2020 held that Financial Commissioner has the jurisdiction
to adjudicate the Miscellaneous Application No. 24 of 2020 and is maintainable for final adjudication.
Application is pending for final adjudication.
3. SAM Family Trust and AHA Holdings Private Limited (“Applicants”) have filed Securitization
Applications being Dairy Nos. 1260 of 2021 and 1261 of 2021 respectively along with Applications
for Interim stay before the Debt Recovery Tribunal, Pune (“DRT”) on November 21, 2021 against
Catalyst Trusteeship Limited, EARC Trust SC 384, ECL Finance, Smaaash Entertainment Private
Limited (“Smaaash”) and resident Naib Tahsildar, Mahul (“Defendants”) inter-alia challenging
demand notice dated July 3, 2020 for ₹ 2689.37 million issued by Defendant No. 1, under sub-section
(2) of Section 13 of SARFAESI Act, 2002, notice dated October 25, 2021 to take physical possession
mortgaged assets located at Village Kunenama, Taluka , Maval, District Pune in pursuance of Order
dated June 29, 2021 passed by the Additional District Collector, Pune. Applicants alleged the
classification of NCD account of Defendant Smaaash as NPA for non-payment of interest is contrary
to RBI guidelines. Furthermore, alleged assignment agreement dated June 28, 2019, executed by ECL
Finance in favour of EARC Trust SC 384 assigning the benefits of NCDs is contrary to regulatory
framework of SARFAESI Act, 2002, the SARFAESI Guidelines, 2003 and various
guidelines/circulars/directions issued by the RBI. An appeal was filed against the DRT order allowing
the securitisation application before the Debt Recovery Appellate Tribunal (“DRAT). The DRAT, vide
order dated June 3, 2022 stayed the DRT order. Further, DRAT has order to maintain status quo of the
property being adjudicated vide its order dated June 27, 2022. The matter is pending.
Additionally, Smaaash Entertainment Private Limited and AHA Holdings Private Limited
(“Applicants”) have filed a commercial suit being suit nos. 1292 of 2022 and 987 of 2022 respectively
along with an application for interim stay on the assignment agreement entered between ECL Finance
and EARC Trust SC 384 before the High Court of Bombay on January 13, 2022 and January 10, 2022
respectively. ECL Finance Limited, EARC Trust SC 384, Catalyst Trusteeship Limited and Reserve
Bank of India have been listed as defendants in the suit (“Defendants”). The suit inter alia challenges
the invoking of pledge of shares by EARC, acting in its capacity as trustee, that were pledged by
Smaaash with EARC Trust SC 384. The single judge bench appreciated that dues are acknowledged
but since DRT has stayed all SARFAESI actions and NPA declaration by ECL Finance, the Single
Judge Bench stayed defendants to act upon the assignment agreement till the next date of hearing.
Against which ECL Finance, EARC Trust SC 384, Catalyst Trusteeship Limited (“Appellants”) filed
an appeal before Division Bench of Bombay High Court being commercial appeal nos. 13541 of 2022
and 13542 of 2022 respectively against Smaaash Entertainment Private Limited and AHA Holdings
Private Limited (“Respondents”) challenging the order of the Single Judge Bench citing all the debt,
dues and default admitting emails and balance sheet, where the Division Bench appreciated the facts
placed and reversed the order of the single judge bench in appellants’ favour. The matter is currently
pending.
4. GVK Energy and others (“Plaintiffs”) have filed a suit for declaration and permanent injunction on the
sale of shares of Alaknanda Hydro Power Company Limited (“Alaknanda”) against EARC Trust SC
429, ECL Finance, Ecap Equities Limited, Edelweiss Finvest Limited (now merged with Edel Finance
Company Limited), and others (“Defendants”). The Plaintiffs had taken various loans which they had
secured by way of shares. The Plaintiffs committed default in repayment of loans and a settlement
agreement was entered into, and thereafter an extension vide letter dated June 18, 2021, was also grated,
however Plaintiffs defaulted in payments. After the default, ECL one of the Defendants in the suit
invoked the shares. The Plaintiffs have prayed for reliefs including stay on the operation of the
186
invocation notice dated May 17, 2022, pertaining to the pledge agreement and maintenance of status
quo of the shares of the plaintiff and the security interest under the settlement agreement. It was agreed
that the shares of the Alaknanda were to be sold at the best price. ECL Finance submitted that they are
in process of selling the shares. The Delhi High Court, vide order dated May 31, 2022, has asked for it
to be intimated of any good offers for selling shares. Further, if in the interim, another offer is received
by the plaintiffs, they shall intimate the same to the Court and the Defendants. In the event the Plaintiffs
are unable to match the offer of the Defendants, the Defendants would be eligible to sell the said shares
at the best offer received by them. Further, it was ordered that the defendants shall not sell any other
shares that have been pledged by the Plaintiffs with the Defendants until the impugned shares are sold.
However, it was clarified that the defendants shall be free to invoke the pledged shares. The Plaintiffs
have filed another interim application no. 9762/2022, seeking restraining order against defendants for
taking any action on the demand notices issued by them. The matter is currently pending.
(iii) Criminal proceedings by EARC Trusts
1. Catalyst Trusteeship Limited (“Debenture Trustee”), on behalf of EARC Trust (“Debenture

Holder”) filed a criminal case on May 24, 2019 before the Metropolitan Magistrate’s 28th Court
(“MMC”), Esplanade, Mumbai (the “Court”), against Smaaash Entertainment Limited and its
directors and officials (collectively referred to as “Accused”) under Section 138 read with Section 141
of the Negotiable Instrument Act, 1881. The Accused issued and delivered a cheque for an amount of
₹1,120 million drawn on HDFC Bank, Mumbai in favour of EARC Trust towards its liabilities in
respect of non-convertible debentures. The said cheque was dishonoured on its presentation vide its
order July 31, 2019. The Court issued summons against the Accused under Section 138 of Negotiable
Instrument Act, 1881. Summons and warrant service reports awaited. The matter is currently pending.
(iv) Criminal proceedings against EARC
1. EARC acquired the Portfolio of 27 assets in March 2014 including the accounts of the Perfect group
consisting of (i) Perfect Engineering Products Limited; (ii) Perfect Engine Components Private
Limited; and (iii) Karla Engine Components Limited from State Bank of India.
Post-acquisition, the promoters of Perfect Group approached EARC to restructure the dues of the
Perfect Group accounts. The promoters introduced, the Chhatwal brothers (“Investors”), including
Hitesh Chhatwal to EARC as strategic investors who were purportedly willing to make an equity
infusion into the Perfect Group companies and provide working capital support. EARC approved the
restructuring proposal/plan of Perfect Group companies on the basis of various representations made
by the Promoters and the Investors.
The Perfect Group companies failed to comply with the terms and conditions of the restructuring plan
and EARC was compelled to revoke the same in 2016 and in 2018. EARC thereafter decided to move
towards recovery from secured assets in accordance with law. To stall such recovery, dated February
26, 2019 there was a complaint filed by the Hitesh Chatwal (one of the Investors) with Economic
Offences Wing against the Promoters and EARC. Subsequently, the said complaint was closed by
Economic Offences Wing after investigations.
EARC thereafter, received letter dated February 26, 2019 from inspector of Police G.C III, Economic
Offences Wing Mumbai directing officials of EARC to attend his office regarding fresh complaint filed
by Hitesh Chatwal in January 2020 along with the supporting documents namely, due diligence of
Perfect Group Companies, ledger book maintained for business between Edelweiss and Perfect Group,
balance sheet reports of Perfect Group between the Fiscal 2015 to Fiscal 2018. The matter is currently
pending.
187
2. Pankaj Sharma filed a contempt application before the Court of Civil Judge, Gurgaon under Section
94I read with Order XXXIX (2A) and Section 151 of the Code of Civil Procedure against EARC for
disobedience and breach of injunction The injunction was granted in civil suit filed by Pankaj Sharma
against RPS Clothing (“Borrower”), where stay was granted in taking any action against the properties
of Borrower and praying for civil imprisonment of Siby Antony, (employee of EARC). On January 31,
2020, advocates appearing for EARC argued that the present suit is infructuous since Pankaj Sharma
has not even made EARC the party to the suit. The presiding judge had also asked Pankaj Sharma to
withdraw the suit. The matter is currently pending for arguments on the issue of maintainability.
3. The Enforcement Director attached the Orissa plant of Bhushan Power and Steel Limited (“BPSL”) in
October 2019 while BPSL was in Corporate Insolvency Resolution Process (“CIRP”) under Insolvency
and Bankruptcy Code, 2016 (“IBC”). The charge over the plant was given to certain financial
institutions in a consortium for the financial financial facilities extended to BPSL. EARC is a part of
that consortium. The matter has been filed before Supreme Court of India by Committee of Creditors
(“CoC”) through Punjab National Bank, seeking clarification on retrospective applicability of Section
32A under IBC. The matter is currently pending.
(v) Criminal proceedings against EARC Trust
1. Debt of Aqua Logistics Limited (“Aqua”) was acquired by EARC from Bank of India. Post assignment,
EARC, acting in its capacity as trustee, initiated action under Securitization and Reconstruction of
Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI”) with respect to an
asset belonging to the guarantor being a residential premises at Mumbai and in the process filed an
application before the Chief Magistrate Court (“CMM Court”), seeking possession orders. In the said
proceedings, the third party filed an intervention application contesting the SARFAESI proceedings
initiated by EARC, acting in its capacity as trustee. The said third party claimed to have a right over the
secured asset on the basis of an arbitration award and an attachment warrant issued by the Bombay High
Court over the secured asset in the execution proceedings initiated by the said third party for execution
of the award passed in his favour. The said third party has also filed an application, under Section 340
of CRPC against EARC Trust and its officers. EARC, acting in its capacity as trustee filed a chamber
summons for vacating the attachment warrant passed by the High Court in the execution proceedings
of the third party. The Bombay High Court passed an interim order in favour of EARC Trust staying
the attachment warrant. After a series of litigation proceedings, EARC obtained possession orders from
the CMM Court and the Commissioner appointed by the CMM Court took possession of the mortgaged
property and handed over the possession to the recognized officer of EARC. EARC, acting in its
capacity as trustee put the mortgaged asset for auction under the SARFAESI Act and successfully
auctioned the asset in March 2020. EARC, acting in its capacity as trustee has simultaneously filed a
recovery suit against Aqua Logistics Ltd, qua the principal borrower and Harish G. Uchil and Rajesh
G. Uchil qua guarantors before Debt Recovery Tribunal – II, Mumbai and the same is pending
adjudication and is currently at the stage of evidence. The principal borrower is undergoing liquidation
under the orders of Bombay High Court.The matter is currently pending.
(b) Edelweiss Investment Adviser Limited (“EIAL”)
(i) Civil proceedings by EIAL
1. EIAL (“Plaintiff”) filed commercial Civil Suit (COMM) bearing No. 397 of 2020 before the Delhi
High Court (“DHC”) against Lily Realty Private Limited and another (“Defendants”), inter-alia,
seeking a decree of specific performance of the Memorandum of Understanding dated October 29,
2015(“MOU”) and repayment of a sum of ₹ 103.32 million along with the pendente lite and future
interest @ 28.25% per annum from the date of filing of the suit. EIAL has also sought a permanent
injunction restraining the Defendants, agents etc. from creating any third party rights on any movable
and immovable assets of the Defendants. DHC, by its order dated September 29, 2020 restrained
Defendant No.2 from creating any charge or liability on the three flats specified in the order. Further,
188
by its order dated April 9, 2021, DHC has restrained the Defendants from selling or encumbering all
their immovable properties till further orders. The matter is currently pending.
2. EIAL (“Plaintiff”) filed a Commercial Suit bearing Lodging No. COMSL/12616/2021 on June 9, 2021,
alongwith an application for interim injunction before the Bombay High Court against Wondervalue
Realty Developers Pvt Ltd and 12 others. The Plaintiff inter-alia prayed for a declaration that the 15
Investment Agreements dated November 20, 2017, February 17, 2018, May 15, 2018 and June 27, 2018
(“Investment Agreements”) in respect of redevelopment of the project ‘HBS Towers’, at Worli,
Mumbai are valid, subsisting and binding upon the Defendants and for an order / direction that
Defendants No 1 to 9 be directed to pay an aggregate sum of ₹ 2873.61 million as on May 24, 2021,
along with interest thereon at the rate of 18% p.a. and for other reliefs more particularly mentioned in
the plaint. The matter is currently pending at pre-admission stage.
(ii) Civil proceedings against EIAL
1. Ecstasy Realty Private Limited & Shobhit J Rajan (“Plaintiffs”) have filed a Commercial Suit being
No. COMS/20590 of 2022 on June 28, 2022 before Bombay High Court against i) Catalyst Trusteeship
Private Limited, ii) ECL Finance Limited, iii) Edelweiss Investment Adviser Limited and iv) Edelweiss
Rural and Corporate Services Limited (“Defendants”) for specific performance inter-alia directing the
Plaintiff No. 1 to perform its obligation under Debenture Trust Deed dated March 27, 2018 (“DTD”)
& its subsequent amendments vide its two emails dated March 16, 2022 and March 23 2022 and further
declaration that the Defendants are not entitled to any repayment from the Plaintiffs under DTD as
amended till September 2023. The Plaintiff further prayed for an order and decree against the
Defendants to pay by way of damages namely, i) INR. 6711 million against the Catalyst Trusteeship
Private Limited for unilaterally increasing interest rate under the issued NCD & failure to release
security over additional property under terms of DTD, ii) aggregate INR 2870 million against the
Defendant No. 2 inter-alia for having failure to disburse Rs. 109.80 million under unsecured loan
agreement dated August 24, 2018, for having sold 11 flats in Project 1 at a under value, for failure to
timely release of funds for IOD fees & for compensation for its failure to release towards purchase of
5 flats under sale agreement dated December 31, 2019, iii) Rs. 528 million for having failure to disburse
Rs. 240 million, and iv) Rs. 158.70 million against all Defendants towards excess processing fees. The
Plaintiffs further prayed for an interest on each of the above amounts at the rate of 18% from the date
of filing of the present suit till payment.
It is a Plaintiffs case of usurpation of Project land located at Four Bungalows, Andheri by the
Defendants is in excess of Rs. 16,000 million and thereby causes damages amounting to Rs. 3594
million as detailed in Particulars of claim. Defendants are in process of filing their respective defence
statements. The matter is currently pending.
(iii) Criminal proceedings by EIAL
Nil
(iv) Criminal proceedings against EIAL
Nil
(c) ECL Finance Limited (“ECL Finance”)
(i) Civil proceedings filed by ECL Finance
Except as disclosed below and under “-Material litigations and regulatory actions involving our Company
– Civil Litigation – By our Company”, and the ones mentioned below, there are no other civil proceedings
filed by ECL Finance.
1. Pursuant to the Facility Agreement dated September 22, 2017 (“Facility Agreement”) executed by and
between (i) Saha Infratech Private Limited (“Principal Borrower”), (ii) Abet Buildcon Private
Limited, (iii) Elicit Realtech Private Limited, (iv) Kalpataru Housing Private Limited, (v) Green Space
Agro–Ventures Private Limited, (vi) Palm Developers Private Limited (“Obligors/Corporate
Debtors”) and ECL Finance (“Lender”), ECL Finance has granted the revolving credit facility to the
189
Borrowers to the maximum extent of INR 900 million for the general corporate purpose. In furtherance
to the terms of the Facility Agreement the Corporate Debtors including Obligor/Corporate Debtor Palm
Developers Private Limited executed the Corporate Guarantee dated September 22, 2017 in favor of
ECL Finance extending its obligations in making payment in the event of any default on part of the
Principal Borrower under the Facility Agreement.
The Principal Borrower Id various defaults In payment of principal, Interest & other monies and also
in observance & performance of the other conditions of the Facility Agreement. ECL Finance vide its
communications dated April 2, 2019 and September 26, 2019 pointed the defaults committed by the
Principal Borrower and/or the Obligor/Corporate Debtor under the Facility Agreement.
On January 27, 2020, the National Company Law Tribunal (“NCLT”), Bench – II New Delhi admitted
the Corporate Insolvency Resolution Plan (“CIRP”) filed by Ram Niwas and Sons, the petitioner under
Company Petition (IB) – 894 (ND) 2019 against the Obligor/Corporate Debtor (“Company Petition”).
Pursuant to the public announcement made by the Interim Resolution Professional (“IRP”), ECL
Finance, as a lender submitted its Form C showing default from the year 2017 and claiming an
approximate amount of INR 1269.69 million against the principal outstanding and interest due and
payable as on January 27, 2020 and IDBI Trusteeship Services Limited as Debenture Trustee. On
February 20, 2020, IRP constituted Committee of Creditors (“COC”) and ECL Finance was duly made
member thereof.
One Mr. Abhinav Mukherji having 1.38% voting share filed Interim Application being IA no. 1610 of
2020 in Company Petition challenging the constitution of COC. The NCLT vide its Order February 20,
2020, directed erstwhile IRP to restrain from holding meeting of COC till constitution of COC is
ascertained. ECL Finance filed its detailed reply on September 18, 2020 opposing the said application
and placing on record all relevant documents. On September 23, 2020, ECL Finance filed IA no. 4130
of 2020 seeking substitution of Appellant no. 2 namely Assets Care & Reconstruction Enterprises
Limited (“ACRE”) in place of Appellant no. 1 in IA no. 1610 of 2020 in view of the Assignment of
Loan by ECL Finance to ACRE pursuant to Deed of Assignment dated March 27, 2020. NCLT vide its
Order dated March 14, 2022 allowed the IA no. 1610 of 2020 and held that ECL Finance is not a
Financial Creditor to the Corporate Debtor namely Palm Developers Private Limited. NCLT also
dismissed IA no. 4130 of 2020. Being aggrieved against the said Order and Judgement, ECL Finance
filed Company Appeal (AT) (Insolvency) 358 of 2022 before NCLAT, New Delhi. By an Oder dated
July 12, 2022, NCLAT dismissed the said Appeal. Being aggrieved ECL Finance has filed an Appeal
being No. 6268 of 2022 against order passed by the NCLAT before the Hon’ble Supreme Court of
India. The Hon’ble Court by its order dated September 12, 2022 directed to issue notice in the matter
and to maintain status quo until further orders. The matter is currently pending.
(ii) Civil proceedings against ECL Finance
Other than as mentioned below and under “Material litigations or legal or regulatory actions involving our
Promoter” “Civil proceedings against EARC”, and “Civil proceedings against EIAL”, there are no other
civil proceedings filed against ECL Finance.
1. A Rani (“Plaintiff”) has filed suit against ECL Finance and others before for the Court of District
Munsiff at Poonamalee for declaration and injunction that the deed of mortgage dated February 23,
2018 which was executed in favour of ECL Finance Limited is invalid and inter-alia claiming
ownership with respect to the mortgaged property. The suit property is one of the properties forming
part of the security for the loan of ₹1,450 million sanctioned by ECL Finance to Neptune Developers
Private Limited. The Plaintiff has challenged the ownership right of Neptune Developers Private
Limited with respect to the said property. Subsequently, ECL Finance has assigned the debt along with
underlying securities (which includes mortgage of said property) to Assets Care and Reconstruction
Enterprise Limited (“ACRE ARC”) under deed of assignment dated March 27, 2020. The matter is
currently pending.
2. ECL Finance granted secured credit facilities to Fortis Healthcare Holdings Private Limited (“Fortis
Holdings”) and RHC Holdings Private Limited (“RHC Holdings”) during 2016 to 2018 amounting to
about ₹4200 million against, inter alia, the pledge of certain equity shares of Fortis Healthcare Ltd.
(“Fortis’) by Fortis Holdings as a security towards repayment of loan amount (Fortis and RHC
Holdings collectively referred to as the (“Borrowers”).
190
Daiichi Sankyo Company Limited (“Daiichi”), a creditor has obtained an arbitration award dated April
29 & 30, 2016 against Mr. Malvinder Singh & Mr. Shivendra Singh, promoters of Fortis and RHC
Holdings and others (“Respondents”) in Singapore whereby Daiichi was held entitled to receive ₹
35000 million approximately from Respondents. Daiichi thereafter filed proceeding in Delhi High
Court for enforcement of said award by way execution Petition being OMP (EFA) (COMM.) No. 6 of
2016. During the proceedings before Delhi High Court, the Promoters and some of their companies had
given certain undertakings and subsequently Delhi High court restraint them from pledging their
respective shareholding in Fortis and other Companies. These proceedings happened during the period
ECL Finance lent and advanced the loans to the Borrowers. Daiichi filed SLP No. 20417/2017 before
Hon’ble Supreme Court against the Respondents. Hon’ble Supreme Courts vide its Order dated August
11, 2017 directed the Respondents to maintain status qua with respect to shareholding of Fortis. Hon’ble
Supreme Court vide its order dated August 31, 2017 clarified that the interim order dated August 11,
2017 also apply to the encumbered shares of Fortis. ECL Finance being one of the secured creditors,
as aggrieved from aforesaid orders filed Application for Intervention No. 98913 of 2017 and
Application for Directions being IA No. 98915 of 2017 before Hon’ble Supreme Court. Other secured
creditors also filed similar applications. While disposing of the said applications of the secured creditors
including that of ECL Finance Hon’ble Supreme Court on February 15, 2018 allowed the applications
of the secured creditors and passed an order inter-alia clarifying that interim orders dated August 11,
2017 and August 31, 2017 to mean that the status quo granted shall not apply to shares of Fortis
Healthcare Limited held by Fortis Healthcare Holdings Private Limited as may have been encumbered
on or before the interim orders of this Court dated August 11, 2017 and August 31, 2017.
ECL Finance therefore, during the period from February 16, 2018 and February 26, 2018 sold the
3,27,75,000 shares of Fortis pledged by Fortis Holdings as security for the loans to recover its dues.
Subsequently Daiichi filed a Contempt Petition I No. 2120/2018 in the SLP I No. 20417/2017 before
the Hon’ble Supreme Court of India (“Court”), against Indiabulls Housing Finance Limited
(“Indiabulls”) for violation of order dated August 11, 2017 and August 31, 2017 wherein Indiabulls
was found guilty and directed to deposit the amount. ECL Finance was not a party to the contempt
proceedings. Suo motu contempt proceedings were initiated by the Court in 2019 under Suo Motu
Contempt Petition I No. 4 of 2019 and the Court vide Order dated February 18, 2021 directed all the
banks / financial institutions to file an affidavit bringing on record the entire transactions and to inspect
whether there any violation of undertakings / status quo orders had taken place. ECL Finance filed the
affidavit in compliance of this order. The matter is reserved for judgement.
In the interim, Daiichi has moved Execution Application No. 819 of 2020 before Delhi High Court
against the Promoters, various Banks and Financial Institutions including ECL Finance, in whose
favour the shares of Fortis were pledged by the Promoters and their Companies. Daiichi has claimed
that the Promoters and their Companies had created pledge in violation of the undertakings given and
order passed by DHC. Daiichi has prayed for declaring the pledge as void and alternatively if the pledge
shares are already sold then direction to Banks and NBFCs to deposit/refund the shares price of sold
shares. Daiichi inter-alia prayed against ECL Finance to set aside the creation of 3,09,55,000 Fortis
Healthcare Limited shares held by Fortis Healthcare Holdings Private Limited and pass a consequential
order of attachment and sale of 3,09,55,000 Fortis Healthcare Limited shares held by Fortis Healthcare
Holdings Private Limited Or in the alternative direct ECL Finance to deposit a sum equivalent to the
value of 3,09,55,000 Fortis Healthcare Limited shares held by Fortis Healthcare Holdings Private
Limited as on June 21, 2017 before this Hon’ble Court. On December 18, 2020 ECL Finance filed its
counter reply before the Delhi High Court. The matter is pending.
3. ECL Finance and EBL have been served with the writ petition bearing (stamp) no. 6589 of 2021 along
with summons filed by Yes Bank AT1 Bondholders Associations (398 bondholders) before the Bombay
High Court against RBI & 15 others including union of India, SEBI, Yes Bank, CDSL, BSE inter-alia
seeking to quash and set aside the impugned letters dated March 14, 2020 and March 17, 2020 of Yes
bank as it pertains to write off of Yes Bank AT1 Bonds holding of the individual retail investor and
made a claim of ₹ 160 Cr against Yes Bank. ECL Finance & EBL, have also been made a party as
Respondent no. 11 and 15 respectively. Petitioner also filed an application for interim relief against
ECL Finance and EBL, inter-alia for orders against the Directors and Promoters of EBL and ECL
Finance not to leave India, during the pendency of the Proceeding. Matter is pending for appearance
and hearing before Bombay High Court.
191
4. Bhumiraj Builders Private Limited (“Plaintiff”) have filed a suit against ECL Finance, Edelweiss Asset
Reconstruction Company Limited and Edelweiss Rural & Corporate Services Limited before the
Bombay High Court. The Plaintiff has alleged that ECL Finance has malafidely and prematurely
declared the loan as NPA, has illegally assigned the loan to Edelweiss Asset Reconstruction Company
Limited, unilateral and incorrect imposition of interest rates, and mismanagement in the diversion of
funds. Further, it has also been alleged that Edelweiss Asset Reconstruction Company Limited
malafidely initiated a corporate insolvency resolution plan against the Plaintiff. The Plaintiff has prayed
for an amount of ₹ 45,458.77 million along with interest, and a permanent injunction in order to restrain
Edelweiss Asset Reconstruction Company Limited from acting up on the assignment of the loan. The
matter is currently pending.
(iii) Criminal proceedings by ECL Finance
1. A criminal complaint filed by ECL Finance against Prakash Patel, Kalpesh Padhya, Vyomesh Trivedi
and Gaurav Davda (together referred to as “Accused No. 1”) before the Joint Commissioner of Police,
Economic Offences Wing, Unit – V, Crime Branch, Mumbai (“EOW”) for criminal breach of trust and
cheating amounting to ₹82.9 million. During the investigation, one more person, Mukesh Kanani was
impleaded as an accused (“Accused No. 2”). FIR was registered against the Accused No. 1 and 2 for
an offence under Section 420 and Section 34 of Indian Penal Code, 1860. EOW filed charge sheet
against both the accused. The matter is currently pending.
2. ECL Finance has filed a criminal complaint before the BKC police station, Bandra against Mahesh
Chavan, proprietor of Global Overseas, Kaushal alias Renu Menon, Deepali, Sandeep Kelkar and Rohit
Paranjape, Deodhar Gholat (“Accused”) for committing an act of cheating with respect to purchase of
a car, for ECL Finance’s employee, Ram Yadav. Subsequently, a first information report dated
December 2, 2014 (“FIR”) was filed with the BKC Police station for procurement of documents. The
police filed a case on January 27, 2015 before the 9 th Metropolitan Magistrate Court at Bandra
(“Court”). The matter is currently pending.
3. ECL Finance, pursuant to the requirements under an RBI circular (No. RBI/2015-
16/75DBS.CO.CFMC.BC. No. 1/23.04.001/2015-16) dated July 1, 2015, reported an instance of
suspected fraud by its customer Shridhar Udhavrao Kolpe and Saraswati Bhimrao Shinde
(“Borrowers”) under the requisite form to RBI on July 7, 2016. The Borrowers were given a loan of
₹5.83 million by ECL Finance against their property. ECL Finance filed a complaint on August 12,
2016 against the Borrowers under various sections of IPC and relevant provisions of the Maharashtra
Control of Organised Crime Act, 1999 for allegedly defrauding ECL Finance. Further, ECL Finance
has submitted documents requested by EOW, Pune in relation to the complaint. The matter is currently
pending.
4. A criminal complaint dated October 31, 2019 (“Complaint”) was filed by ECL Finance before the
Bandra Kurla Complex, Mumbai Police Station against JSK Marketing Limited, its directors, and others
(“Accused”) for having committed offence inter-alia criminal breach of trust, fraud, cheating
punishable under various provisions of IPC and Maharashtra Control of Organized Crime. ECL Finance
in its Complaint has alleged the Accused for wrongful loss of towards SME equipment Loan amounting
to ₹20.9 million. BKC Police Station registered FIR bearing No. 300/2020 against Directors of JSK
Marketing Limited under Section 403, 406, 420 read with Section 34 of IPC. Kunal Jiwarajka, one of
the Accused made an application before the Sessions Court at Mumbai for anticipatory bail being No.
27 of 2021, which was rejected by the by the Hon’ble Court vide its Order dated February 03, 2021.
Being aggrieved, the said Accused preferred an Appeal before the Bombay High Court being No.
ABA/385 /2021. ECL Finance filed Intervention Application for opposing the said anticipatory bail
application. The matter is currently pending.
(iv) Criminal proceedings against ECL Finance
Other than as mentioned below and under “Criminal Proceedings filed against EBL”, there are no other
criminal proceedings against ECL Finance.
1. The Directorate of Enforcement (“Complainant”) filed an original complaint dated September 3, 2016
with the Adjudicating Authority under the Section 5(5) of the Prevention of Money Laundering Act,
2002 against Kingfisher Airlines Limited, Vijay Mallya, and others for acquisition of property using
192
proceeds of crime in terms of Section 2(1)(u) of Prevention of Money Laundering Act of 2002. Certain
shares of Vijay Mallya and his associates were pledged with ECL as security (“Pledged Securities”)
for various loans availed by them. The Complainant has sought for attachment of the Pledged
Securities. The Adjudicating Authority, (Prevention of Money Laundering Act), New Delhi has
confirmed the provisional attachment vide an order dated February 22, 2017 and ECL has challenged
the same vide an appeal before the Appellate Authority. The matter is currently pending.
2. ECL Finance filed a criminal writ petition on June 12, 2018 against State of Maharashtra and others
inter-alia challenging order dated April 18, 2017 passed by the 47 th Magistrate Court, Esplanade Court
at Mumbai directing ECL Finance to satisfy the claim of 18 Flat purchasers in project Godrej Central
and Kamla Aquina, as and when said purchasers approach to the Magistrate’s Court. This case pertains
to project Godrej Central and Kamla Aquina, which is one of security provided by Rajiv Construction
Company (“Kamla Group”) for NCD of about ₹870 million subscribed by ECL Finance. Since the
Promoters of the Developer Company were taken in police custody by Economic Offence Wing,
Mumbai for various complaints filed by the flat purchasers alleging fraud in various projects, the Project
Acquina which is offered as a security has remain incomplete. In order to complete the project through
Project Management Contract (“PMC”) to recover ECL Finance’s dues from the flat purchasers, ECL
Finance had moved an application to the Magistrate Court for allowing accused promoters of Rajiv
Construction Company to execute the PMC agreement etc. However, while deciding the application,
Economic Offence Wing had submitted that beside the flat purchasers, which are known to ECL
Finance, there were 18 more flat purchasers. ECLFL had refused to entertain claim of those 18 flat
purchasers as the promoters were not taken no objection certificate from ECL Finance to sell those 18
flats and had not deposited the advance with ECL Finance though the property was mortgaged with
ECL Finance. The Magistrate while allowing the application of ECL Finance had directed ECL Finance
to consider the claim of those 18 flat purchasers. Thus, ECL Finance filed the present Petition.
Subsequently, this account has been assigned by ECL Finance to Omkara Assets Reconstruction Private
Limited vide Assignment Agreement dated June 15, 2020. The matter is currently pending.
3. Rajiv Shivram Rane, proprietor of Jankie Properties vide his letter dated August 18, 2020 filed a
complaint with Economics Offences Wing, Mumbai against Sanghvi Gruha Nirman Private Limited
(“Mortgagor”) and ECL Finance inter-alia alleging cheating having deprived him of getting his
percentage of area shares to be allotted under the development agreement executed between him and
Sanghvi Gruha Nirman Private Limited and caused him to pay rentals to Maharashtra Housing & Area
Development Authority of the tenants etc. Sanghvi Gruha Nirman Private Limited, thereafter in order
to raise finance for construction of building mortgage the said properties with ECL Finance under
mortgaged deed dated March 21, 2016, wherein complainant was confirming party. Pursuant thereto
ECL Finance granted a loan of ₹1,500 million to Sanghvi Gruha Nirman Private Limited, however said
Sanghvi Gruha Nirman Private Limited failed to utilize the loan amount towards constructions of
building. Due to raising of loan against the land properties and not doing construction, he could not
deliver the flats to the original tenants and compelled to pay rents to the original tenants. On December
5, 2020 representative of ECL Finance along with legal counsel had attended the office of Economics
Offences Wing for recording of statement in the matter. The investigation is pending.
4. ECL Finance has received notices dated December 28, 2020 from Investigating Officer (IO),
Mahanagar Police Station, Lucknow, UP issued under Section 41 (A) of Cr. PC addressed in the name
of ECL Finance Limited, Ms. Madhur Bhatia, relationship manager, Romanshu Tandon, Himanshu
Chhatrawal, Zonal Manager and Rashesh Shah, Chairman (the “Accused”) inter-alia informing that
FIR being No. 497 of 2020 has been registered against the Accused under Section 406 and 420 of IPC
based on Complaint filed by one Amir Ahmad (‘Complainant”) and directed to appear before IO for
investigation with respect to the said FIR. Complainant alleged that ECL Finance arbitrarily liquidated
his 4383 equity shares of HDFC Bank Limited, pledged with ECL Finance as Security for repayment
of ESOP loan facility amounting to ₹ 5.74 million and unsecured loan facility amounting to ₹ 2.35
million availed by the Complainant. ECL Finance limited vide its letter dated January 12, 2021, replied
to the said notice along with relevant documents denying the allegations made by the Complainant. All
addressees of notice dated December 28, 2020 filed their reply vide letter dated February 2, 2021. The
investigation is currently pending.
5. ECL Finance received a notice dated January 12, 2021 from Station House Officer (“SHO”), Bhankrota
Police Station, Jaipur (west) under Section 91 of Cr. P. C. inter-alia informing that he is investigating
crime in FIR No. 371of 2020 registered under Sections 420, 467, 468, 471 read with Section 120 B of
193
IPC filed by one Vinod Kumar Bothra (“Complainant”) against Moolchand Bothra, Trilokchand Das
Ahuja, Kamal Kumar Bothra, Sunil Jain, Saurabh Khandelwal and Manager, ECL Finance. The
Complainant alleged that accused made a forged mortgaged document, in respect of plot of land being
No. F-69, Bindayaka Industrial Estate, RIICA, Jaipur belongs to his partnership firm Jain Industries
without his knowledge and consent and availed a loan from ECL Finance. SHO requested to furnish
certain mortgaged loan documents pertaining to Borrowers, Jain Industries such as Loan Agreement,
statement of accounts etc. Subsequently, officials of ECL Finance attended investigation and submitted
copies of required information and documents. SHO vide its notices dated December 15, 2021 and May
16, 2022 requested to furnish original loan agreement alongwith name and contact details of sanctioning
authorities. The same request has been complied with by ECL Finance on May 20, 2022.The
investigation is currently pending.
(d) Edel Finance Company Limited (“Edel Finance”)
(i) Civil proceedings filed by Edel Finance.
Except as disclosed under “-Material litigations and regulatory actions involving our Company – Civil
Litigation – By our Company”, there are no other civil proceedings filed by Edel Finance.
(ii) Civil proceedings against Edel Finance
Except as disclosed under “Litigation involving Subsidiaries – Civil Proceedings against EARC ” there are
no other civil proceedings against Edel Finance
(iii) Criminal proceedings by Edel Finance
Edel Finance filed criminal complaint dated August 29, 2011 (“Complaint”) before the Additional Chief
Metropolitan Magistrate Court, Bandra, Mumbai (“Court”) against Vipul Shah (“Accused”) seeking an
order from the Court to direct the Senior Inspector of Police, Bandra West Police Station to register an
complaint against the Accused for committing an offence under Section 420 of the Indian Penal Code, 1860
in relation to a loan facility and defaulting on repayment of the facility, thereby causing a loss to the
Complainant for an amount of ₹10 million. The matter is currently pending.
(e) Edelweiss Tokio Life Insurance Company Limited (“Edelweiss Tokio”)
(i) Criminal proceedings against Edelweiss Tokio
An application was filed a first information report dated March 13, 2018 under Section 420, 468, 470 and
471before Chief Judicial Magistrate at Barasat by Sekhar Kumar Chanda (“Petitioner”) alleging signature
forgery and cheating vis-à-vis mis-selling against Edelweiss Tokio. The matter is currently pending.
(f) Edelweiss Rural & Corporate Services Limited (erstwhile Edelweiss Commodities Services Limited)
(“ERCSL”)
(i) Civil proceedings against ERCSL
Other than as mentioned under “Civil proceedings against EIAL”, there are no other civil proceedings filed
against ERCSL.
(ii) Criminal proceedings by ERCSL
Edelweiss Agri Value Chain Limited (now merged with Edelweiss Rural and Corporate Services Limited)
registered FIR on September 19, 2017 in Jasdan Police Station, Rajkot against Mahendrabhai Gida-Guard,
Ashokbhai Dhadhal- Gunman, Babubhai Bhayabhai Ramani, Sanjaybhai Khimjibhai, Shambhubhai
Jivabhai Ramani, Mansukhbhai Khimjibhai Ramani, Ravjibhai Ramani, and Sanjaybhai Ramani
(collectively the “Accused”) under Sections 406,409,420,435, 120B and 114 of Indian Penal Code, 1960
for committing intentional act of fire at warehouse. The Investigating office, Jasdan Police Station registered
criminal case on August 6, 2019 before Taluka Court, Jasdan against accused and filed the charge-sheet.
The matter is currently pending.
194
(iii) Criminal proceedings against ERCSL
1. Pravin Virchand Shah of Ashirvad Traders (“Complainant”) filed a criminal enquiry (“Complaint”)
before Judicial Magistrate First Class (“Court”) at Unjha, Gujarat against Edelweiss Trading and
Holdings Limited (“ETHL”), subsequently amalgamated with ERCSL, and others including its
chairman, ERCSL, Ashok Patni and Vimalesh Kumar Ghiya, partner of R. K. Exports (“Accused”)
under Sections 406, 420 read with Section 120B of the Indian Penal Code, 1860 for alleged mishandling
of account and alleged siphoning–off an amount of about ₹38.7 million and an alleged unauthorized
sale 568 metric tonnes of commodity lying with R. K. Exports. The Court through its order dated July
30, 2014 directed the local police authorities to inquire into the Complaint. On December 3, 2014, the
Accused received three notices issued by the police authorities, directing them to attend and record
statements in respect of the Complaint. On December 30, 2014, Tarang Mehta recorded his statement
on behalf of ERCSL, ETHL and chairman, ETHL and also submitted copies of the arbitration
proceedings initiated by Ashirwad Traders against ERCSL along with the order of Bombay High Court
dated August 8, 2014 appointing a sole arbitrator in the matter. ERCSL filed its reply to the Notices on
December 5, 2014. However, the Bombay High Court on March 13, 2020, in the arbitration petition,
has allowed the withdrawal of the arbitration petition by ERCSL, in view of the consent terms entered
into between ERCSL and the Complainant. The arbitration petition has accordingly been disposed of.
The matter is pending.
2. ECSL (formerly known as Comfort Project Limited/Edelweiss Trading and Holding Limited and now
known as ERCSL) has been served with the notice dated February 15, 2019 from the Economic Offence
Wing – National Spot Exchange Limited – Special Investigation Team, Mumbai (“EOW”) issued under
Section 91 of the Cr. PC inter-alia informing that department is investigating the offences registered
against National Spot Exchange Limited, its directors, FTIL, its directors, borrowers, brokers and others
for committing serval acts of forgery and criminal breach trust. Further, Economic Offences Wing is
investigating complaint of SEBI against 300 brokers for illegal trading on National Spot Exchange
Limited. ECSL furnished all the information as called for by Economic Offences Wing. The matter is
currently pending.
3. ERCSL (formerly known as Edelweiss Commodities Services Limited) received notices dated April 3,
2019 and June 14, 2019 (“Notices”) issued under Section 41 read with Section 36(2) of the Competition
Act, 2002 (“Act”) from the office of the Director General, Competition Commission of India, New
Delhi along with copy of Commission Order dated November 9, 2018 under Section 26(1) of the Act
(“the Order”) to conduct an investigation against 11 trading organizations which included ERCSL for
allegedly being involved in increasing the prices of pulses in India. ERCSL vide the Notice has been
inter-alia directed to furnish various information and documents (which include details of pulses
business of ERCSL such as procurement, stocking, local sale, etc.) for the Fiscals 2011 to 2018. ERCSL
has furnished the said information and documents in compliance with the said Notices vide its letters
dated April 25, 2019 and June 26, 2019. The Competition Commission of India has instructed 2 ex-
employees of ERCSL and a director of the company, Mr. Santosh Dadheech, to appear before them in
September 2021 and the same was complied with. Additional information, as directed by the CCI was
submitted and no request for personal appearance or information request is pending to be complied
with. The matter is currently pending with authorities.
4. ERCSL received a notice under Section 91 of Cr. PC on February 3, 2020 (“Notice”) from a Senior
Police Inspector, Turbhe, inter-alia directing ERCSL to produce all the original documents listed
therein, in respect of the criminal case registered against ERCSL under Sections 3, 7 and 8 of the
Essential Commodities Act, 1955 and Maharashtra Scheduled Commodities Wholesale Dealers
Licensing Order, 2015. The Notice emanates from a 2015 matter in which the Deputy Controller of
Rationing, Civil Supply Department of Maharashtra (“Authority”) issued show cause notices to
ERCSL for alleged violation of applicable stock limits. Pursuant to the directions issued by the
Authority, the ceased stock was released. Furthermore, ERCSL received a notice from the Office of the
Deputy Commissioner of Police, Cyber Crime Cell/Economic Offences Wing (“Police”) dated August
16, 2016, received by the Police, regarding alleged hoarding of pulses. All information sought by the
authorities has been duly provided. The matter is currently pending.
5. The Deputy Controller of Rationing, Civil Supply Department of Maharashtra (“Authority”) issued a
show cause notices dated October 23, 2015, dated October 30, 2015, October 31, 2015 and dated
October 31, 2015 to ERCSL for violation of applicable stock limits on imported pulses under the
195
Essential Commodities Act, 1955 (“Act”) resulting in seizure of the stock stored at various warehouses
by the Authority and registration of first information reports (“FIR”) under the Act. ERCSL argued
that the stock limits were not applicable to ERCSL as the stock was imported. Pursuant to the directions
issued by the Authority, the ceased stock was released, subject to certain conditions. ERCSL, upon
fulfilment of the specified conditions and execution of the undertakings, lifted and sold the released
stock in open market and subsequently informed the Authority. The matter is currently pending.
6. ERCSL received a notice from Office of the Deputy Commissioner of Police, Cyber Crime Cell /
Economic Offences Wing (“Police”) on August 16, 2016 in relation to a complaint received by the
Police, regarding alleged cartelization and nexus of importers-traders causing artificial scarcity of
pulses. The matter is currently pending.
7. Food Safety and Standards Authority of India filed a complaint before Additional Chief Judicial
Magistrate, Kasganj (“the Court”) against erstwhile Edelweiss Agri Value Chain Limited (now merged
with ERCSL) and Neeresh Kumar, an employee of ERCSL, for alleged violation of Section 31(1) of
the Food Safety and Standards Act, 2006 for storing of commodities in warehouse without having Food
Safety and Standards Authority of India (“FSSAI”) license. The matter is currently pending.
(iv) Regulatory Proceedings involving ERCSL
1. Edelweiss Commodities Services Limited (now known as Edelweiss Rural & Corporate Services
Limited, (“ERCSL”) has been served with a letter from the Enforcement Directorate (‘ED”) on August
26, 2016, concerning an enquiry for an alleged violation of the provisions of the Foreign Exchange
Management Act, 1999 in relation to import of pulses by commodities importer and advised to produce
certain details like memorandum of association, annual report/balance sheet, bank accounts and details
of pulses import since 2011. ERCSL duly complied with the requisitions in September 2016. ERCSL
also furnished with additional information about the pulses business – listing of all suppliers, imports,
local sales, bank statements, warehousing details and other information with last such request for
information in June 2021. Personal appearances of the ERCSL’s executives were sought and the same
have been complied with. A show cause notice was issued by the authorities to the company and the
then directors/key executives in this matter in August 2021 and the same has been responded in
December 2021. Mr Venkat Ramaswamy & Mr Rujan Panjwani, both Executive Directors, Edelweiss
Financial Services Ltd, received the said notice in their capacity as directors in ERCSL. No further
information has been sought by the office of ED and the matter is pending before the authorities since
then.
2. ERCSL has been served with a Show Cause Notice dated June 30, 2021 (“SCN”) from the office of the
Principal Commissioner of Customs, Hyderabad inter-alia alleging ₹ 3.1 million was erroneously
refunded pertaining to eight consignments of bullion products imported during 2013-2014. ERCSL is
in the process of submitting its reply on merit.
(g) Edelweiss Housing Finance Limited (“EHFL”)
(i) Civil litigation filed by EHFL
Litigation – By our Company”, there are no other civil proceedings filed by EHFL.
(ii) Criminal proceedings by EHFL
1. EHFL filed a complaint before the Senior Police Inspector, Bandra Kurla Complex Police Station,
Mumbai (“Authority”) vide its letter dated November 19, 2014 against Sachin R. Jayswal and Ratan
Ram Jayswal and others (collectively, the “Accused”) for cheating and forgery in relation to a property
situated at 4th Floor, Shree Samarth Ashirwad Apartment, Thane (“Secured Property”). Subsequently,
EHFL filed a first information report (“FIR”) dated January 20, 2015 under Section 154 of the Criminal
Procedure Code, 1973 against the Accused before the Authority under sections 420, 465, 468, 471,
120-B, 467 and 34 of the Indian Penal Code, 1860. Thereafter, EHFL issued a notice dated January 20,
2016 under section 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement
of Security Interest Act, 2002 (“SARFAESI”) to the Accused for payment of the outstanding amount
due to EHFL. However, EHFL did not receive any reply to such notice. Hence, EHFL filed an
196
application under Section 14 of the SARFAESI on September 22, 2016 before Court of District
Magistrate, Thane (“Court”) seeking possession of the Secured Property. An order dated November
19, 2016 was passed by the Court directing Tahsildar, Thane to take possession of the Secured Property
and to handover the articles present in the Secured Property to EHFL. Subsequently, Reshma Khan,
alleged to be the real owner of the Secured Property, instituted a special civil suit dated April 19, 2017
before the Civil Judge, Senior Division, Thane against EHFL and the Executive Magistrate, Thane
Tahsildar Office Station, Thane (“Defendants”) praying, inter alia, to declare Reshma Khan as the
legal owner of the Secured Property, to restrain the Defendants from taking possession of the Secured
Property. The matter is currently pending.
2. EHFL filed a complaint before the Senior Police Inspector, Chaturshrungi Police Station, Pune against
Sachin Yashwant Rananaware and Nilam Sachin Rananaware (collectively, the “Accused”) vide its
letter dated July 28, 2016 alleging fraud and cheating with reference to a property situated at flat No.
6, 2nd floor and flat No. 10 on 4th floor, Chaya Smruti, Suncity Road, Pune (“Secured Property”).
Subsequently, EHFL filed an application dated August 9, 2016 before District Magistrate, Pune
(“Authority”) under Section 14 of Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (“SARFAESI”) seeking possession of the Secured
Property. Thereafter, an order dated March 20, 2017 was passed by the Authority directing authorised
personnel to take physical possession of the Secured Property. Subsequently, Anil Kenjalkar, alleging
to be the original owner of the Secured Property (“Applicant”), instituted a special civil suit dated
April 13, 2017 before the Civil Judge, Junior Division, Pune (“Court”) against EHFL, Collector of
Pune and other parties (“Defendants”) praying, inter alia, to restrain the Defendants from creating any
third party interest or taking possession of Flat No. 6 on 2 nd floor, Chaya Smruti, Suncity Road, Pune
and for an ad-interim injunction to be passed in favour of the Applicant (“Suit dated April 13, 2017”).
Further, the Applicant has filed an application for condonation of delay dated May 19, 2017 before the
Debt Recovery Tribunal, Pune, praying, inter alia, to restrain EHFL from taking physical possession
of the Secured Property. Thereafter, Anil Kenjalkar withdrew his case before the Debt Recovery
Tribunal, Pune and filed a fresh case before DRT, Pune inter-alia challenging taking of symbolic
possession and other incidental reliefs. EHFL filed an application dated October 24, 2017 before the
Court under Section 9A of the Civil Procedure Code, 1908 to set aside the Suit dated April 13, 2017.
By an Order dated October 9, 2021, the Civil Judge, Pune rejected the Suit filed by Anil Kenjalkar. The
matter is currently pending with DRT.
3. EHFL issued a notice dated October 20, 2016 to P. Aravindan and A. Aruna (collectively, the
“Accused”) under Section 13(2) of the Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (“SARFAESI”) for payment of the amount due to EHFL
in relation to charge created on the property under a home loan dated August 30, 2014 entered between
EHFL and the Accused (“Home Loan Agreement”). EHFL issued another notice dated January 3,
2017 under Section 13(4) of the SARFAESI to the Accused, on non-receipt of any payment under
Section 13(2) notice, for taking possession of the charged property in relation to the Home Loan
Agreement. The matter is currently pending. Thereafter, EHFL filed a complaint against P. Aravindan,
Tholkappian, J. Vinayagamoorthy, K. Babu and B. Saravanan before the Commissioner of Police,
Egmore, Chennai vide its letter dated September 27, 2017 alleging that pursuant to an internal
investigation conducted by EHFL, it was found that P. Aravindan and Tholkappian along with the
previous employees of EHFL i.e. J. Vinayagamoorthy, K. Babu and B. Saravanan (“Ex-Employees”)
had, interalia, forged the ‘Know Your Customer’ (“KYC”) documents and other transactional
documents in relation to the Home Loan Agreement. The Accused are presently in judicial custody and
the matter is currently pending.
4. EHFL issued a notice dated October 20, 2016 to Prem Anand (“Accused”) under Section 13(2) of the
Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
(“SARFAESI”) for payment of the amount due to EHFL in relation to charge created on the property
under a home loan dated January 1, 2015 entered between EHFL and the Accused (“Home Loan
Agreement”). EHFL issued another notice dated January 3, 2017 under Section 13(4) of the
SARFAESI to the Accused, on non-receipt of any payment under section 13(2) notice, for taking
possession of the charged property in relation to the Home Loan Agreement. Thereafter, EHFL filed a
complaint against the Accused, Tholkappian and J. Vinayagamoorthy before the Commissioner of
Police, Egmore, Chennai vide its letter dated September 27, 2017 alleging that pursuant to an internal
investigation conducted by EHFL, it was found that the Accused along with Tholkappian and a previous
employee of EHFL i.e. J. Vinayagamoorthy, had, inter alia, forged the ‘Know Your Customer’
197
(“KYC”) documents and other transactional documents in relation to the Home Loan Agreement. The
5. EHFL disbursed a loan to Om Prakash Singh on December 31, 2017 for an amount of ₹ 20.05 million
for purchase of Residential Property in Jangpura Extension Delhi. Om Prakash Singh owner of V3
Mobi Communication Private Limited (“Company”), a company engaged in developing software and
proving online platform for trading. The Company had been defaulting since March 2018 and was
hence declared a non-performing asset (“NPA”) in August 2018. EHFL filed a complaint to the Police
and Economic Offences Wing, New Delhi (“EOW”) on June 28, 2018. EHFL filed Application before
the Delhi High Court for seeking stay of sale proceeding and the Delhi High Court allowed the stay on
sale proceeding and directed Punjab National Bank to file their reply on October 29, 2018. Further,
EHFL also tried to obtain a certified copy pertaining to the SARFAESI proceeding filed by Punjab
National Bank. A securitization application under Section 17 of the SARFAESI Act was filed before
DRT-II onSeptember6, 2018. The complaint has been registered after rigorous follow up with EOW
and the FIR was lodged on dated September 28, 2018 by the Economic Offences Wing. Application
filed before Chief Metropolitan Magistrate Court for Seeking Status Report from Economic Offences
Wing. The matter is currently pending.
6. EHFL issued a notice dated January 20, 2016 against Somprashant M. Patil and Sonali S. Patil
(collectively, the “Accused”) under Section 13(2) of the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 (“Act”). EHFL thereafter issued a notice dated
March 29, 2016 under Section 13(4) of the Act to the Accused intimating them about the symbolic
possession of the mortgaged property by EHFL. Further, EHFL received notices dated July 15, 2015
and April 25, 2016 from Chinchwad Police Station seeking certain documents in relation to the loan
granted by EHFL to the Accused, pursuant to a first information report filed by Ganpat Datta Salunkhe
against the Accused, to which EHFL has provided the relevant documents. The matter is currently
pending.
7. Rayabarapu Ranapratap availed loan from Edelweiss Housing Finance for purchase of Plot at
Enumamula Location. In the year 2001, Kasarala Laxminarsimha Rao; Kasarala Ranga Rao; and (3)
KodariSadanandam, executed the registered sale deed in favour of Betheli Santosh Kumar. In the year
2012, Betheli Santosh Kumar executed the General Power of Attorney dated February 23, 2012 in
favour of Masna Sampath Kumar and cancelled it in the year October 2015, in the same month Betheli
Santosh Kumar executed self-declaration deed for change of boundaries. EHFL has filed a criminal
complaint on February 9, 2019, against Rayabarapu Ranaprathapunder various sections of Indian Penal
Code (“IPC”) for showing the non-existing property and obtained the loan amount fraudulently before
PS Hanmakonda Warangal District. The matter is currently pending.
8. EHFL has filed a criminal complaint on January 13, 2020 against Pawan Kumar Goel under various
sectionsof IPC for showing the non-existing property and obtained the loan amount fraudulently on
February 22, 2018 before Station Head Officer Barakhamba Road, New Delhi. The matter is currently
pending for investigation.
9. EHFL filed five separate criminal complaints against its borrowers, Amit Sesmal Jain and nine others
before Economic Offences Wing, Pune under various sectionsof Criminal Procedure Code for
fraudulently siphoning off EHFL’s money amounting to ₹14 million while availing home loan facility
from the Pune Branch. These cases and matter are pending for inquiry.
10. EHFL had provided Home Loan of ₹1.6 million to Ajaykumar Ashokkumar Raut (Borrower). The
Borrower turned delinquent and on carrying out further checks from the Maharashtra IGR portal,
Department of Registration & Stamps it was found that borrower in connivance with seller submitted
fraudulent registered property agreements to EHFL towards Home Loan. The Borrower had also
fraudulently obtained multiple financing from other financial institutions on the same property.
Currently, charge of other financial institutions including Edelweiss Housing Finance Ltd is registered
on subject property. EHFL has filed application under Section 14 of SARFAESI Act before District
Magistrate Court, Nagpur on December 08, 2020 and said matter is pending for orders from District
Magistrate.
11. EHFL had provided Home Loan of ₹ 3.06 million to Amol Jalinder Phuge (Borrower). The Borrower
turned delinquent and on carrying out further checks, it was found that Borrower had created multiple
198
property documents and had availed loans from other financial institutions on the same property.
Charge of other financial institutions is registered by virtue of Notice of Intimation (NOI) however
charge of Edelweiss Housing Finance Ltd (EHFL) is first as EHFL disbursement is prior to other
financial institutions. EHFL has filed application under Section 14 of SARFAESI Act before District
Magistrate Court, Pune. The matter is currently pending before Tahsildar, Pune for fixation of
appointment to take physical possession of property as per order passed by District Magistrate. The
matter is pending.
12. EHFL had provided Home Loan of ₹ 2 million to Bhausaheb Balasaheb Jahdav (Borrower). The
Borrower turned delinquent and carrying out further checks, it was found that Borrower fraudulently
opened account in builder’s name, siphoned off the loan amount and registered Cancellation Sale Deed.
Builder sold the subject property to another buyer without intimating to EHFL. Though EHFL yet to
initiate SARFAESI proceedings, EHFL reported this case as fraud to National Housing Board. Further,
on July 29, 2022, EHFL filed a criminal complaint with Khed Police Station, Pune against the
Borrowers and one Mrs. Sunita Deepak Ghumatkar, Builder for criminal conspiracy and cheating. The
matter is pending for investigation.
13. EHFL had provided Home Loan of ₹ 2 million to Divya Flora Sundaram Gollapalli (“Borrower”). The
Borrower turned delinquent and on carrying out further checks, it was found that borrower had
submitted fraudulent property papers/registered agreements, unavailability of layout plan, mismatch in
dimensions of property stated in Sale Deed, Technical report vis-à-vis property taken as collateral. The
Borrower is not traceable, and property is in the possession of some third party who is claiming the
owner of property. EHFL has filed Criminal complaint with SR Nagar Police Station, Hyderabad City
against Borrower on September 8, 2020. The matter is pending for investigation.
14. EHFL had provided Home Loan of ₹7.4 million to M Hanumantha Rao (“Borrower”). The Borrower
turned delinquent and on carrying out further checks, it was found that builder had done multiple
transactions on the subject property and sold property to multiple buyers. Builder has provided
fraudulent registered property agreement to Borrower which was submitted to Edelweiss Housing
Finance Limited towards Home Loan. Builder is absconding and not traceable. Currently, subject
property is occupied by third parties and claiming owner of the property. EHFL has filed criminal
complaint on September 24, 2020 against Borrower at Koramangala Police station, Bangalore. The
matter pending for investigation.
15. EHFL had provided Home Loan of ₹2 million to Menta Bhanuprakash (“Borrower”). The Borrower
turned delinquent and on carrying out further checks, it was found that Borrower defrauded EHFL by
submitting colour xerox/fake property documents. Subject property falls under Prohibited Property
List. EHFL has filed application u/s 14 of SARFAESI Act before District Magistrate Court, Nellore on
December 22, 2019 and said is pending for order from District Magistrate, Nellore. The matter is
pending.
16. EHFL had provided Home Loan of ₹ 4.99 million to Rajkumar Silarpur (“Borrower”). The Borrower
turned delinquent and on carrying out further checks, it was found that Borrower had misrepresented
the facts about seller and submitted invalid Sale Deed. General Power of Attorney (GPA) basis which
Sale Deed was executed was not valid as Seller was not alive at the time of execution and consequently
Sale Deed also becomes invalid. Property is in the possession of some third party, B. Karunakar, who
is claiming the owner of property and alleging to be the original owner of the Secured Property, Third
Party has filed application before DRT on October 06, 2020 against EHFL, which pending for hearing.
EHFL has filed application under Section 14 of SARFAESI Act before District Magistrate Court,
Secunderabad on January 08, 2021 and is pending for orders. The matter is pending.
17. EHFL had provided Home Loan of ₹ 2.82 million to Sham Suryawanshi (“Borrower”). The Borrower
turned delinquent and on carrying out further checks, it was found that Borrower in connivance with
builder & landowner submitted fraudulent registered property agreements to EHFL. Builder sold the
property initially to Magal Jagtap, parallely builder allotted same Flat to one of the landowner, who in
turn sold the same Flat to Rahul Khadve and Rahul Khandve sold the property to the Borrower. EHFL
has filed application under Section 14 of SARFAESI Act before District Magistrate Court, Pune on
December 22, 2019. The Upper District Magistrate, Pune vide its order July 31, 2021 directed
Tahsildar, Haveli, Pune to handover possession of mortgaged property to EHFL. Being aggrieved by
the same, one Raju Namdev Jagtap, alleged owner of mortgaged property filed a suit being No. 132 of
199
2022 before the Civil Judge, Senior Division, Pune alongwith application for injunction restraining
Tahsildar from taking possession of the suit property. By an order dated February 15, 2022 the Hon’ble
Court directed parties to maintain status quo. The hon’ble court by its final order dated August 26,
2022 rejected the injunction application filed by the Plaintiff. The matter is pending for possession.
18. EHFL had provided Home Loan of ₹ 1.5 million to Yernamma Kommineni (“Borrower”). The
Borrower turned delinquent on carrying out further checks, it was found that Borrower in connivance
with seller defrauded EHFL by misrepresenting the facts and creating false profile and submitted fake
business and income documents. The Borrower is not traceable. Property was overvalued by more than
₹1.9 million. (at acquisition - ₹3 million and latest valuation - ₹1.08 million) Valued property (Near to
highway/main road) and the property as per Sale Deed (lies in interiors) both are different. Subject
property is into the interiors. EHFL has sold the property in auction to third party. EHFL is in process
of filing OA (Original Application) for loss on sale before Debt Recovery Tribunal. Though EHFL yet
to initiate SARFAESI proceedings, EHFL reported this case as fraud to National Housing Board.
19. EHFL had provided home loan of ₹ 10.5 million to Jitendra Dalchand Jain and Kavita Jain
(“Borrowers”). The Borrowers turned delinquent, and on carrying out further checks, it was found the
Borrowers in connivance with the developer have defrauded EHFL by misrepresenting the unit
numbers being mortgaged with EHFL, submitted forged approved plan and issuing NOC, Receipts and
entering into a registered sale deed for non-existent properties by the developer. The developer
fraudulently submitted a plan where the Permanent Transit Cam (“PTC”) were shown as free sale units,
and the Slum Redevelopment Authority (“SRA”) stamp and correct approval number was put on the
fabricated plan. On February 25, 2021, EHFL has filed criminal complaint against Borrowers, and
Neeraj M Ved, Proprietor of Shreenath Corporation, Builders and Developers of Forgery, Criminal
Breach of Trust and Cheating with BKC Police Station, Bandra, Mumbai. The Complaint is pending
for investigation.
20. EHFL had provided Home Loan of ₹ 14.2 million to Nikesh Mohan Gajara and Gitaben Mohanlal
Gajara (“Borrowers”). The Borrowers turned delinquent, and on carrying out further checks, it was
found that the Borrowers in connivance with the developer have defrauded EHFL by misrepresenting
the unit numbers being mortgaged with EHFL, submitted forged approved plan and issuing NOC,
Receipts and entering into a registered sale deed for non-existent properties by the developer. The
developer fraudulently submitted a plan where the Permanent Transit Cam (“PTC”) were shown as
free sale units, and the Slum Redevelopment Authority (“SRA”) stamp and correct approval number
was put on the fabricated plan. On February 25, 2021, EHFL has filed criminal complaint against
Borrowers, and Neeraj M Ved, Proprietor of Shreenath Corporation, Builders and Developers of
Forgery, Criminal Breach of Trust and Cheating with BKC Police Station, Bandra, Mumbai. The
Complaint is pending for investigation.
21. EHFL had provided home loan of ₹ 1.96 million to Ganesh Shankar Rakshe and Rupali Ganesh Rakshe
(“Borrowers”). The Borrowers turned delinquent and on carrying out further checks, it was found that
the Borrowers have availed multiple loans against mortgaged home loan property from various other
banks and financial institutions by submitting forged documents. EHFL therefore, issued a demand
notice dated April 30, 2019 to the Borrowers under Section 13(2) of SARFAESI for payment of
outstanding amounts in relation to charge created on the property under a home loan agreement dated
May 31, 2017 entered between EHFL and the Borrowers (“Home Loan Agreement”). Subsequently,
EHFL also filed a criminal complaint against the Borrowers (“Accused”) vide its letter dated March
04, 2021 with reference to mortgage home loan property situated at the Flat No 703, 7th floor, in the
Building No.1 known as “California Heights S. No. 101/2, Rakshewadi, Tal. Khed, District Pune
(“Secured Property”) before the Senior Police Inspector, Chaturshrungi Police Station, Pune for fraud
and cheating committed by the Accused. The Complaint is pending for investigation.
22. EHFL had provided home loan of ₹ 2.36 million to Aashish Nandkumar Gaikwad and Sonali Aashish
Gaikwad (“Borrowers”). The Borrowers turned delinquent and on carrying out further checks, it was
found that the Borrowers have availed multiple loans against mortgaged home loan property from
various other Banks and Financial Institutions by submitting forged documents. EHFL therefore, issued
a demand notice dated September 29, 2019 to the Borrowers under Section 13(2) of SARFAESI for
payment of the outstanding amount in relation to charge created on the property under a home loan
agreement dated December 14, 2017 entered between EHFL and the Borrowers (“Home Loan
Agreement”). EHFL issued a loan recall notice dated June 20, 2021 to the Borrowers. Subsequently,
200
EHFL filed a criminal complaint against the Borrowers (“Accused”) vide its letter dated June 22,2021
with reference to mortgage home loan property situated at Flat no.102, first floor, Building A, Samarth
residency, Gavane wasti, CTS No. 3308 P, Bhosari Pune (“Secured Property”) before the Senior Police
Inspector, Chaturshrungi Police Station, Pune for fraud and cheating committed by the Accused. The
Complaint is pending for investigation.
23. EHFL, filed a criminal complaint dated December 4, 2021 before the Dy. Commissioner of Police-
Central, Faridabad, Haryana against i) Manish Kumar Pandey, ii) Haribansh Kumari Pandey and iii)
Raghav Sharma (collectively, the “Accused”) for committing offence of criminal breach of trust, fraud,
cheating punishable under various provisions of IPC while availing mortgage loan against the property
situated at H/No. 2161, type MIG, Sec 28 HB Colony, Faridabad, Haryana. It is alleged that the accused
persons have submitted the forged title and loan documents and availed a loan of ₹ 150 million.
Subsequently, under detailed verification it was revealed that the original property owner was deceased
much prior to executing sale deed/title deed and Accused persons obtained the loan against forged
documents. EHFL reported a fraud case to central fraud monitoring cell, RBI, Bengaluru and
department of Non-Banking Supervision, RBI, Mumbai as well as National Housing Bank, Department
of Supervision, New Delhi. The investigation is currently pending.
24. EHFL filed a criminal complaint dated February 24, 2022 before the In-charge, Police chowki, Sector
28, Faridabad, Haryana against Renu Dialani, Vinay Kumar Bhatia, Vishal Pawar, DSA namely Pramod
Agarwal, Rekha Agarwal, Mrs. Veena Pahwa, Kuldeep Arya alias Kuldeep Pundir (collectively, the
“Accused”) for committing offence of criminal breach of trust, fraud, cheating punishable under various
provisions of IPC while availing mortgage loan against the property situated at House No. 2148, Type
– MIG, Sector 28, Housing Board Colony, Faridabad – 121 008. Upon inspection of the mortgage
property, EHFL analysed that the Accused have submitted the forged title and loan documents
pertaining to the mortgaged property, while availing mortgage loan of ₹ 118 million. Subsequently,
upon detailed verification it was revealed that the Accused Nos. 1 & 2 are not original owners of the
mortgaged property and property has been claimed by the Accused Nos. 4 and 5 after purchasing from
Accused No. 6. EHFL reported this case as Fraud to Central Fraud Monitoring Cell, RBI, Bengaluru
and Department of Non-Banking Supervision, RBI, Mumbai as well as National Housing Bank,
Department of Supervision, New Delhi. The investigation is currently pending. EHFL reported this case
as fraud to Central Fraud Monitoring Cell, RBI, Bengaluru and Department of Non-Banking
Supervision, RBI, Mumbai as well as National Housing Bank, Department of Supervision, New Delhi.
Further as regards to recovery of outstanding EHFL initiated arbitration proceedings at Mumbai claim
amount Rs.8.62 million, which is pending for hearing.
25. EHFL filed a criminal complaint dated March 7, 2022 before the In-charge, Police chowki, Sector 28,
Faridabad, Haryana against 1) Pramod Agarwal, 2) Vishal Pawar, DSA, 3) Ms. Smita Singh, 4)
Abhishek Singh, 5) Smt. Kusum Praveen, 6) Kuldeep Arya alias Kuldeep Pundir, 7) Ms. Chetna
Agarwal and 8) Gaurav Agarwal (collectively, the “Accused”) for committing offence of criminal
breach of trust, fraud, cheating punishable under various provisions of IPC while availing home loan
against the property situated at Flat No. 406, Tower – D-5, KLJ Platinum Plus, Group Housing Project
situated at Village Neemka, Sector – 77, Faridabad, Haryana. The Accused persons have submitted the
forged title and loan documents, while availing mortgage loan of Rs. 2.95 million. Subsequently, under
detailed verification it is revealed that the Borrowers, Accused Nos. 3 & 4 are not original owners of
the mortgaged property and property has been claimed by the Accused Nos. 7 and 8 i.e. the daughter
and son-in-law of the Accused No. 1 under gift deed. EHFL also reported this case as Fraud to Central
Fraud Monitoring Cell, RBI, Bengaluru and Department of Non-Banking Supervision, RBI, Mumbai
as well as National Housing Bank, Department of Supervision, New Delhi. The investigation is
currently pending. EHFL also initiated Arbitration proceedings against the Borrowers, which is under
process.
(iii) Criminal proceedings against EHFL
1. EHFL sanctioned a loan for an amount of ₹31.10 million as a loan to N. K. Proteins Limited
(“Borrower”) vide a loan agreement dated January 27, 2012 to purchase a property being flat number
1203, Tower B, 12 Floor, Bhagtani Krishaang, Powai, Mumbai (“Suit Property”) from Jaycee Homes
Limited. A no-objection certificate for mortgage of suit property dated January 23, 2012 was issued by
Jaycee Homes Limited in favour of EHFL. A notice dated August 26, 2013 was issued to the Borrower
for recall of the total loan amount sanctioned to which no reply was received by EHFL. Thereafter, a
first information report dated September 30, 2013, was registered against the National Spot Exchange
201
Limited, its borrowers and trading members including the Borrower. Pursuant to the investigation
conducted by the Economic Offences Wing, Mumbai Police, (“Authority”) the proceeds of Suit
Property fraud vide its provisional attachment order dated August 27, 2014, which was confirmed vide
an order dated February 20, 2015 (“Impugned Order”). EHFL received a show cause notice (“SCN”)
dated September 30, 2014 issued by the Authority seeking for confirmation of the provisional
attachment through the Impugned Order. Subsequently, EHFL filed a writ petition before the Delhi
High Court (“High Court”) against the Impugned Order and the SCN. The High Court granted a stay
on the Impugned Order vide its interim order dated December 18, 2014 and directed to file a petition
before the Bombay High Court. The Bombay High Court disposed the writ petition filed by EHFL vide
its order dated November 28, 2016, granting liberty to EHFL to approach the Appellate Tribunal, New
Delhi (“Tribunal”) under the Prevention of Money Laundering Act, 2002 (“Act”). EHFL filed an
appeal dated January 5, 2017 before the Tribunal under Section 26 of the Act for quashing of the
Impugned Order passed by the Authority. The matter is currently pending.
(iv) Regulatory matters involving EHFL
1. EHFL received a show cause notice (“SCN”) dated June 30, 2020 issued by the National Housing Bank
(“NHB”) seeking reasons as to why the penalty of ₹0.01 million in terms of the provisions of the
National Housing Bank Act, 1987, should not be imposed on EHFL inter alia for having non-adherence
of certain policy circular. The Company has submitted its reply on SCN on July 21, 2020. The NHB
vide its email dated October 15, 2020 has sought for additional information. EHFL has submitted its
reply on October 19, 2020. No further information has been sought by the NHB.
2. EHFL received a show cause notice (“SCN”) dated September 01, 2022 issued by Reserve Bank of
India, Enforcement Department, Mumbai (“RBI”) for alleged acts of omissions & non- compliance
with the directions issued by RBI under the National Housing Bank Act, 1987 during change in
shareholding of EHFL and submits its reply before September 20, 2022. EHFL filed its reply dated
September 19, 2022 within specified timeline and requested for personal hearing in the matter. The
(h) Edelweiss Asset Management Limited (“EAML”)
(i) Criminal proceedings against EAML
1. Edelweiss Arbitrage Fund has been served with a Show Cause Notice (“SCN”) dated January 10, 2019,
from the office of Registrar / Adjudicating Authority (Prevention of Money Laundering Actto appear
before Adjudicating Authority (Prevention of Money Laundering Act), New Delhi to show cause as to
why Provisional Attachment Order dated December 8, 2018, in relation to the investment made by one
of the client, Mainak Agency Private Limited and some of the directors of Edelweiss Mutual for a value
of about ₹3.51 million for having alleged unethical dealing in the case of Agusta Westland, Italy VVIP
Helicopter Case. On March 25, 2019, EAML, being Investment Manager filed its reply inter-alia
conforming freeze of concern mutual fund account and fluctuation of value of units depending upon
NAV at the time of redemption. The Adjudicating Authority vide an Order dated May 30, 2019
confirmed the provisional attachment Order dated December 8, 2018.Pursuant thereto, Edelweiss
Arbitrage Fund received a notice dated June 8, 2019 from the Adjudicating Authority directing to
handover the investments lying in Mutual Fund account of captioned clients. Accordingly, Edelweiss
Arbitrage Fund liquidated the investments on June 26, 2019, and transferred the sale proceeds to bank
accounts of the Adjudicating Authority. The matter is currently pending.
(ii) Criminal proceedings by EAML
A Complaint was filed before Additional Chief Metropolitan Magistrate, 71 st Court, Bandra by EAML
against Anil Nath (“Accused”) inter-alia for the offences of criminal defamation, under Section 499 of the
Indian Penal Code, 1860 for the defamation and loss of reputation caused to EAML, due to the acts and
actions of the Accused. The matter is currently pending.
(i) Comtrade Commodities Services Limited (formerly known as Edelweiss Comtrade Limited) (“ Comtrade
Commodities”)
202
(i) Criminal Proceedings filed against Comtrade Commodities
1. Comtrade Commodities has been served with the notice dated January 9, 2019 from the office of
Economic Offence Wing Special Investigation Team, Mumbai (“EOW”) issued under Section 91 of
the Criminal Procedure Code inter-alia informing that department is investigating the offences
registered against National Spot Exchange Limited, its directors, Financial Technology India Limited,
its directors, borrowers, brokers and others for committing serval acts of forgery and criminal breach
trust pursuant to criminal conspiracy hatched by them. Economic Offence Wing therefore, directed to
provide the information along with supporting documents such as total year wise brokerage from AY-
2009-10 till 2012-13, year wise volume of turnover executed in all pair trade contracts since AY-2009-
10 till 2012-13 with brokerage earn etc. more particularly mentioned therein. Edelweiss Comtrade vide
its letter dated January 22, 2019 provided the required details as called for. The matter is currently
pending.
2. Comtrade Commodities has been served with the Notice dated February 15, 2019 on March 16, 2019
from the office of Economic Offence Wing, National Spot Exchange Limited – Special Investigation
Team (“EOW”), Mumbai issued under Section 91 of the Criminal Procedure Code inter-alia informing
that department is investigating the offences registered against National Spot Exchange Limited
(“NSEL”), its directors, FTIL, its directors, borrowers, brokers and others for committing serval acts
of forgery and criminal breach trust pursuant to criminal conspiracy hatched by them. Economic
Offence Wing is investigating complaint of SEBI against 300 brokers for illegal trading on NSEL.
Economic Offence Wing, directed to provide the information along with supporting documents like
original membership form with agreement with NSEL, certified Registrars of Companies’ documents,
PAN card, volume of trades, brokerage etc. and attend the office of Economic Offence Wing to record
statement. Edelweiss Comtrade vide its letter dated March 25, 2019 provided the required details as
called for. The matter is currently pending.
3. On September 26, 2018, Comtrade Commodities has been served with show cause notice (“SCN”)
dated September 25, 2018 from SEBI (Designated Authority), Enquiries and Adjudication Department,
Mumbai issued under Section 25(1) of SEBI (Intermediaries) Regulations, 2008. The SCN was issued
with respect to pair contract in National Spot Exchange Limited (“NSEL”). Comtrade Commodities
vide its letter dated October 15, 2018 replied to the SCN along with supporting documents. Further to
written submission, SEBI granted personal hearing to Comtrade Commodities on December 11, 2019.
The matter is currently pending.
(ii) Regulatory Proceedings involving Comtrade Commodities
The Economic Offences Wing (“EOW”) is investigating a matter against National Spot Exchange Limited
and others. Further to this, EOW has served a notice on Comtrade Commodities dated October 28, 2021
requiring submission of information and personal attendance for the further investigation of the matter.
Comtrade Commodities vide its reply dated November 15, 2021 submitted various documents requested by
EOW. Later, Comtrade Commodities provided additional documents vide its reply dated January 21, 2022
that were requisitioned by EOW vide its notice dated December 31, 2021.The investigation is currently
pending.
(j) Edelweiss Global Wealth Management Limited (“EGWML”)
(i) Criminal Proceedings filed against Edelweiss Global Wealth Management Limited
EGWML received notice dated September 4, 2020 from Economic Offence Wing, Gurugram in regard to
the complaint dated August 20, 2020 filed by one of it’s the client Parinidhi Minda against EGWML
officials Anshul Kapoor, Amit Saxena and Ashish Gopal and directed to attend personally along with
necessary papers and documents to record statements. Subsequently, the complaint stands transferred to
Police Station, namely, SEC-7, IMT, MSR, Manesar, District – Gurugram. EGWML and its officials,
thereafter, received a notice dated October 27, 2020 from said Police Station to appear before Investigating
Officer along with supporting documents for the purpose of recording statements. The inquiry is currently
pending.
203
(k) Edelweiss Retail Finance Limited (“Edelweiss Retail”)
(i) Civil Proceedings involving Edelweiss Retail
Litigation – By our Company”, there are no other civil proceedings filed by Edelweiss Retail.
(ii) Criminal Proceedings involving Edelweiss Retail
Nil
(l) Ecap Equities Limited (“Ecap Equities”)
(i) Civil Proceedings against Ecap Equities
Except as disclosed under “Litigation involving Subsidiaries – Civil Proceedings against EARC” there are
no other civil proceedings against Ecap Equities Limited.
(ii) Criminal proceedings by and against Ecap Equities
Nil
(m) Edel Investments Limited (“Edel Investments”)
(i) Civil proceedings against Edel Investments
Om Builders Private Limited (“Plaintiff”) filed a suit against Orbit Abode Private Limited (“Defendant
no. 1”) and Edel Investments (“Defendant no. 2”)before the Bombay High Court (“Court”).The Plaintiff
has filed the suit for declaration of the sale deed executed in favour of Defendant no. 2for sale of 95% share
in one fourth undivided share, right, title and interest in all that piece and parcel of land hereditaments and
premises equivalent to 11,198 square yards equivalent to 9,363 square meters of Malabar Cumballa Hill
Division together with the bungalow known as ‘Kilachand House’ by Defendant no.1, as null and void. The
(ii) Criminal proceedings involving Edel Investments
Nil
(n) Our Company and its Subsidiaries have filed numerous cases under Section 138 of the Negotiable Instruments
Act, 1881, and under Section 25 of Payment and Settlement Systems Act, 2007 against their customers for
dishonour of cheques. Further, in some of the cases, customers have filed appeal against our Company and its
Subsidiaries. These cases are currently pending across different courts in India.
5. Litigation involving our Associates
(a) Edelweiss Broking Limited (“EBL”)
(i) Civil litigation filed against EBL
Except as disclosed under – “Material litigation or legal or regulatory actions involving our Promoter”,
“Civil proceedings against ECL Finance”, there are no other civil proceedings filed against EBL.
(ii) Criminal proceedings filed by EBL
1. EBL has filed a criminal writ petition (“Petition”) against State of Maharashtra and BKC police station
before Bombay High Court praying that Central Bureau of Investigation or any other investigating
agency be directed to investigate the offence committed by Pranav Patki under the provisions of Indian
Penal code. The matter is currently pending.
2. EBL filed a criminal complaint dated March 2, 2016 (“Complaint”) with the Gandhi Nagar Police
Station, Jammu against AEN Collective Market Management Private Limited and its directors
204
(collectively, the “Accused”) under the applicable criminal laws of the State of Jammu and Kashmir
and the Trade Marks Act, 1999 restraining the Accused from posing as the Complainant’s franchise
and conducting fraudulent transactions. Subsequently, the Complainant filed an application under the
applicable Criminal Procedure Code of the State of Jammu and Kashmir (“Application”) before the
Chief Judicial Magistrate, Jammu (“Court”) for investigation of the Complaint. The Court vide its
order dated April 26, 2016, issued a direction to the Gandhi Nagar Police Station, Jammu to register a
first information report and commence investigation. Additionally, the Complainant filed a complaint
dated October 20, 2016 with the cyber-crime cell against the Accused for violating of Sections 66A
and 66D of the Information and Technology Act, 2000 by fraudulently and dishonestly using electronic
email media by creating fabricated email id ‘[email protected]’ online uploaded on Cyber Cell
web-site (on-line) to mislead the public at large by using the Complainant’s registered logo. The matter
is currently pending A.K. Dewani vide his letter dated November 17, 2016 has raised a complaint with
the RBI against the Complainant demanding that the value of bonds invested in pursuance of the fraud
committed by the Accused be refunded to him stating that the Accused is related to the Complainant.
A copy of this letter has also been sent to the RBI and the RBI has forwarded the letter to the
Complainant advising the Complainant to resolve the complaint amicably within ten days. A.K. Dewani
has through an undated letter highlighted that the total amount of fake bonds issued by Accused is ₹
2.33 million. Thereafter, EBL denied any involvement of itself. The matter is currently pending.
3. EBL has filed a criminal complaint dated December 14, 2021 before Station House Officer, Desh
Bandhu Gupta Road, Pahar Ganj, New Delhi against its Ex-employee Ishan Pundit and other unknown
persons for he is having engaged in illicit activities of unauthorised trading in clients account thereby
causing a loss of about ₹ 1.24 million. On August 26, 2022, FIR bearing No. 30 of 2022 has been filed
before Cyber Police Station (Central), Delhi under sections 409 and 420 of IPC, 1860.The investigation
is pending.
4. EBL has filed criminal cases under Section 138 of the Negotiable Instrument Act, 1881, against our
clients for dishonor of cheques towards trading account dues, which are currently pending before the
Magistrate Court.
(iii) Criminal proceedings filed against EBL
Other than as mentioned below and under “-Material litigations involving our Directors as on the date of this
Tranche II Prospectus- Criminal litigation”, there are no other criminal proceedings against EBL.
1. Rajat Tyagi (“Complainant”) has filed a complaint and lodged FIR on February 22, 2020 (“FIR”)
under Section 406 of Indian Penal Code, 1860 with the Kotwali police station, Bijnor, Uttar Pradesh
against Mohit Singhal, advisor EBL. The Complainant alleged that the share transactions to an amount
of ₹0.25 million. By its email dated May 14, 2021, EBL filed its reply dated May 11, 2021 alongwith
relevant recordings and transcripts with Investigating Officer (“IO”) against the undated letter of the
Complainant for re-investigation of case. No further information has been sought by IO.
2. Manish Varshney (“Complainant”) filed a first information report dated March 28, 2012 (“FIR”)
against Anagram Capital Limited (now amalgamated with EBL) and its employees Manoj Tomar and
Manoj Gupta (collectively, the “Accused”) under Sections 406, 417 and 506 of the Indian Penal Code,
1860 for alleged fraudulent trading using the Complainant’s trading account. Subsequently, Manoj
Gupta filed a criminal petition) under Article 226 of the Constitution of India, 1949 before the High
Court of Judicature at Allahabad (“Court”), seeking a stay order and directions to quash the FIR. The
Court granted a stay and directed the police to submit a police report under Section 173(2) of the
Criminal Procedure Code, 1973. The matter is currently pending.
3. Amarjeet Arora filed a complaint before Economic Offence Wing, Ludhiana for alleging wrong
transactions carried out in his account. EBL received a notice from EOW asking EBL to produce
documents from account opening date, which were furnished in first week of May 2013. During
personal visit at Ludhiana on May 14, 2013 by EBL representative, Investigating Officer directed EBL
to produce more documents in respect of trades executed from March 2012 till April 2013 along with
voice recording. Statement has been recorded by Investigating Officer on July 26, 2013and relevant
documents have been taken on record. Final hearing took place on September 13, 2013before IO for
closure of complaint. Pending for further directions.
205
4. A first information report dated December 5, 2013 was filed by Gaurang Doshi (“Complainant”)
against one Mehul Kantilal Vala, ex-employee of the complainant under Section 154 of the Criminal
Procedure Code, 1973 for violation of Sections 408, 418, 381 and 506(2) of the Indian Penal Code,
1860 with Ellisbridge Police Station at Ahmedabad, for alleged theft of the physical share certificates
of different companies, challan of the banks and cash of ₹0.03 million aggregating to value of ₹4
million. Pursuant to which EBL received a Notice dated December 11, 2013 from Ellisbridge Police
Station at Ahmedabad inter-alia requesting to produce relevant documents pertaining to Delivery
Instruction Slips (“DIS”) lodged by Mehul Kantilal Vala along with relevant share certificates as well
as Demat Account Statement of the Complainant, which has been provided by EBL vide its letter dated
December 13, 2013 and December 23, 2013. The Company official Rakesh Kori of Ahmedabad office
recorded his statement on behalf of the company. The matter is currently pending.
5. Baburajan Pillai, a client of EBL, filed a police complaint before S Roopesh Raj, PSI, Anjalummoodu,
Kollam Police station under Sections 408, 418, 468 and 420 of the Indian Penal Code, 1860 for
unauthorised trading in his account. His complaint is that one of EBL’s officials took 300 Bank of India
share certificates from the client and carried out unauthorized trading in his account. All the shares
were sold at loss. Branch officials have visited the police station from time to time and have filed
requisite documents. Thereafter, a notice dated January 7, 2016, was sent by the police, under Section
91 of Cr. PC (“Notice”) directing EBL to provide the relevant documents, which have been duly
submitted. The matter is currently pending.
6. H. R. Verma (“Complainant”) filed a criminal complaint (“Complaint”) before the Judicial

Magistrate First Class, Bhopal (“Judicial Magistrate”) under Sections 406, 420, 467, 468, 471 and
120B of the Indian Penal Code, 1860 against Sanjay Kumar, Asha Batham, Anita Gupta and Edelweiss
Financial Advisory Limited (now amalgamated with EBL) (collectively, the “Accused”) for fraudulent
transfer of shares of 4,000 shares of Reliance Industries Limited from their designated accounts. The
Judicial Magistrate dismissed the Complaint vide an order dated March 16, 2015 (“Order”).
Subsequently, the Complainant filed a criminal revision petition under Section 397 of the Criminal
Procedure Code, 1973 before the District and Sessions Court, Bhopal (“Court”) against the Order of
the Judicial Magistrate. The Court heard the matter and directed the Judicial Magistrate to conduct
further investigations vide an order dated December 22, 2015. The matter is currently pending.
7. George Ommen (“Complainant”) filed a criminal case dated July 10, 2008 (“Criminal Case”) before
the Chief Judicial Magistrate Court at Ernakulum (“Court”) against Anagram Securities Limited (now
amalgamated with EBL) and its employees, alleging criminal breach of trust and misappropriation of
the Complainant’s money by conducting unauthorised trades leading to a loss of ₹0.03 million under
Sections 406, 409 and 34 of the Indian Penal Code, 1860. Subsequently, the Complainant moved an
application dated December 24, 2014 (“Application Order”) before the Court to implead Rashesh
Shah as one of the co–accused in the Criminal Case, subsequent to the amalgamation of Anagram
Securities Limited with EBL. Pursuant to an order dated July 7, 2015 (“Order”), the Court allowed the
Application for impleading Rashesh Shah as one of the co-accused in the Criminal Case. Pursuant to a
criminal miscellaneous application, Rashesh Shah applied to stay the Order and all further proceedings
in the Criminal Case. EBL filed quashing petition at High Court against the order and Criminal
Complaint. The High Court of Kerala subsequently stayed the Order. On November 25, 2015 a stay
order passed in the Criminal Miscellaneous Application by Kerala High Court (Ernakulum) was
produced before the Metropolitan Magistrate Court. By an Order dated January 10, 2018, the Kerala
High Court has set aside the Order dated July 7, 2015 passed by the Magistrate Court, Ernakulum to
implead Rashesh Shah as party respondent as in the finding the High Court concluded that the procedure
adopted by the Metropolitan Magistrate Court to implead Rashesh Shah per se is illegal. On February
15, 2019, George Ommen filed another petition to implead Rashesh Shah as an accused and the same
has been dismissed by the Court. Complainant thereafter, on May 27, 2019 filed fresh Petition before
Chief Judicial Magistrate, Kochi for substitution of Anagram Securities Limited to Edelweiss Financial
Services Ltd. On August 31, 2019, EBL filed its objection to the fresh Petition. The matter is currently
pending.
8. On December 11, 2020, EBL received a notice under section 54 of Prevention of Money Laundering
Act, 2002 (“PMLA”) from Directorate of Enforcement, Government of India, Jaipur (“ED”) in respect
of investigation against Clients, M/s. Bhavishya Credit Cooperative Society and 11 others inter alia
requesting to provide details of shareholding with present value. ED also directed not to allow any
further sale/ transfer transaction in the account of said clients without NOC from ED. EBL vide its
206
email dated December 21, 2020 requested ED to provide certain additional information in order to
comply with the said Notice. The matter is pending.
9. Chayya Jitendra Mohite, a client of EBL has filed a Criminal Writ Petition being No. 225 of 2020
(“Petitioner”) before High Court at Mumbai against Senior Police Officer, Vakola Police Station,
Mumbai and State of Maharashtra, the Respondents inter-alia praying for an order directing
Respondent No. 1 to register FIR on the Petitioner’s complaint dated June 25, 2020 filed with
Respondent No. 1 against EBL, ECL Finance and S. R. Batliboi and Company LLP and thereafter
transfer the same to Economics Offences Wing (EOW) or Central Bureau of Investigation (CBI) for
further investigation. Petitioner, inter-alia alleged the opening of his and his family members loan
account/s with ECL Finance without knowledge and consent.
On January 20, 2021, EBL and ECL Finance appeared before the Hon’ble Court as intervener, when
Hon’ble Court allowed the Petitioner to amend the Petition and served the copies thereof upon all the
Respondents and Interveners. The Petition is pending for hearing.
10. Malvika Saluja and Jyotika Saluja both of Bhubhneshwar, investors in Edelweiss Multi Strategy Fund
Management Pvt Ltd (“EMSFMPL”) filed 2 separate criminal complaints both dated February 03,
2021 with Laxminagar Police Station, Bhubhneshwar against Employees of EBL, namely, Debasis
Nayak, Dipankar Datta and Raja Ram, inter-alia alleging forgery in respect of documents submitted
with EMSFMPL for investment in Hexogen Product. On February 09, 2021, EBL officials received
telephonic directions from Laxminagar Police Station to provide details and documents relating to the
said investments in the matter. EBL official Debasis Nayak appeared before the Investigating Officer
alongwith his advocate on March 3, 2021 and recorded his statement. Thereafter, no further case has
been registered before Laxmi Sagar Police Station, Bhubaneshwar.
11. Mr. Bhopalam, filed a criminal complaint against Dinesh Kumar G and Niraj R. Sharma, officials of
EBL with Thousand Lights Police Station, Chennai – 6 inter-alia raising concerns about his investment
of ₹15 Lakhs made in Crossover Fund Series II offered by EAML. Based on telephonic call received
from Police station, both the officials attended Police station on August 3, 2021, and denied all alleged
concerns raised by the client. On June 15, 2022, EBL attended concern Police Station through its
authorised representative and apprised the matter to the concern Investigating officer. The matter is
currently pending.
12. EBL has been served with Notice dated September 9, 2021 issued by the office of the Assistant
Commissioner of Police, Section V: Economic Offences Wing, Mandir Marg, New Delhi against Senior
Branch Manager, EBL, Karol Bagh, Delhi under Section 91 of Code of Criminal Procedure inter-alia
informing that the investigation is being conducted in case FIR No. 5 of 2021 registered under sections
420, 467, 468, 471 read with sections 34 and 120B of Indian Penal Code against EBL and others and
directed to appear alongwith documents and details pertaining to D H Limited (Client) such as Account
opening forms for trading and Demat with all supporting, Ledgers, brokerage and other charges details
etc. EBL, vide its letter dated September 15, 2021 responded to the notice, and submitted all required
documents and information before Investigating Officer. The investigation is pending.
13. EBL received two notices both dated July 7, 2021, issued by Senior Inspector of Police, District
Investigation Unit, Chanakya Puri Police Station, New Delhi under Section 91 and 160 of CrPC inter-
alia informing that the investigation is being conducted in case FIR No. 5 of 2021 and FIR No. 6 of
2021, both registered under sections 420, 467, 468, 471 read with sections 34 and 120B of IPC, based
on the complaints of Shri Jagrit Sahni and Shri Gurmanak Sahni respectively (“Complainants”) against
one Rajesh Ambwani (No relation with Edelweiss) and Ms. Saloni Singh (represented herself as
Relationship Manager of our Company) for having induced the Complainants with dishonest intention
to invest a sum of ₹ 6 million and ₹ 2.5 million respectively and caused the loss for the same. EBL
furnished the required details and documents vide its letter dated July 12, 2021 and July 26, 2021. The
investigation is pending.
14. Rajiv Kumar Saxena (“Complainant”) has filed a criminal complaint against EBL and one of its
employees for commission of criminal breach of trust, cheating and forgery at the CR Park Police
Station, New Delhi. The complainant has alleged that he had paid a total of ₹ 2.5 million to our
Company by way of cheques for the purpose of investment in two schemes, wherein he was promised
a return of 2% per month on the investment of ₹ 1 million, while the remaining ₹1.5 million was kept
207
with Edelweiss Crossover Opportunities Fund and was to be invested in the NSE IPO. The Complainant
has not received any returns nor a copy of the agreement. EBL filed its reply vide letter dated July 12,
2022 and additional reply vide letter dated July 28, 2022. The matter is currently pending.
15. Economic Offences Cell, Panaji, Goa, (“EOC”) vide its call letter dated May 18, 2022 informed our
Company’s Promoter Rashesh Shah and Venkatchalam Ramaswamy that department is conducting
inquiry into the complaint filed by Complainant / Investor Mr. Caesar Fernandes (client of Edelweiss
Broking Limited) against them for committing unfair trade practices, criminal breach of trust and
cheating through their company and asked their presence before Investigating Officer (“IO”) for
application inquiry. EBL officials attended the office of EOC on July 04, 2022 and July 11, 2022, when
officials were asked to reply on queries raised by the IO on or before July 15, 2022. On July 15, 2022,
EBL filed its final reply before EOC. The matter is currently pending.
(iv) Regulatory proceedings involving EBL
1. SEBI had issued Notice under Regulation 25 of the SEBI (Intermediaries) Regulations, 2008 dated
October 4, 2018 in the matter of Economic Offence Wing Investigation relating to investigation into
alleged fraud involving physical shares and Demat accounts.
In the notice it is alleged that there was lack of due skill, care, diligence, professionalism and efficiency
by EBL while dealing with Yatin Parekh, client of EBL, named in the investigation report in the
aforesaid matter. EBL had duly responded to the SEBI letter on October 25, 2018. SEBI vide its email
dated April 05, 2022 sent the digitally signed hearing notice to EBL asking it to appear before the
Adjudicating Officer on April 12, 2022 in this matter. The hearing was attended by the authorised
representatives of EBL and subsequently EBL made its written submissions to the AO vide letter dated
April 22, 2022.
2. EBL has been served with Summons issued by Investigation Authority (“IA”), Securities and Exchange
Board of India (“SEBI”) under section 11C (3) of the Securities and Exchange Board of India Act,
1992 in relation to the trading activities of the EBL’s client, Bhawarlal Ramnivas Jajoo in the script of
Reliance Industries Limited for a period from March 01, 2020 to March 31, 2020. EBL vide its letter
dated December 16, 2020 furnished the required information and data alongwith supporting documents
and complied with the same. No further communication is received from IA. The investigation is
pending.
3. National Stock Exchange of India Limited (“NSE”) vide its email letter dated March 5, 2021, sought
certain information relating to certain dealers and Authorised Person (“AP”) who had transacted in the
scrip of ZEE Entertainment Enterprises Ltd. (“ZEEL”). EBL vide its email dated March 6, 2021
provided the required information. Further, SEBI vide its order dated August 12, 2021 held that, Amit
Bhanwarlal Jajoo, an authorized person of EBL, and Mr. Manish Jajoo, a dealer of EBL, along with
other persons were actively involved in the placement and execution of transactions mentioned
hereinabove. SEBI in the order also advised EBL to examine Code of Conduct and employment terms.
It is pertinent to state that Mr. Manish Jajoo is not an employee of EBL, but an approved user of the
AP. EBL is awaiting the final order of SEBI for further action if any, in the matter. SEBI vide its
confirmatory order dated February 18, 2022 has lifted the restrictions imposed on the entities vide
interim order dated August 12, 2021 subject to the outcome of the appeal proceedings filed by SEBI
against the order of SAT before the Hon’ble Supreme Court of India. The matter is currently pending.
4. On January 19, 2022 NSE issued a show cause notice to EBL (“SCN”), pursuant to an off-site
inspection. The crux of the observation in the SCN was that on 23 dates during the period October 1,
2021 to December 17, 2021 the funds available in the client bank accounts of EBL together with
balances available with clearing member and funds with clearing corporation were less than the funds
payable (credit balances) to clients. NSE also observed certain instances wherein EBL had reported
incorrect amounts under the head collaterals deposited with the clearing member. EBL has submitted a
detailed response to NSE on January 31, 2022 wherein it has demonstrated that, it was well capitalised
and has maintained a networth of over ₹3000 million and further, EBL demonstrated that it had
sufficient balances in its own bank accounts, Exchange Dues accounts and borrowed credit lines from
banks which were sufficient to meet any obligations due to client and such amounts were far in excess
of the shortage as pointed out by NSE. EBL also mentioned that it had ensured from January 2022 that
the balances available in the client bank accounts along with the cash collateral with clearing member
and clearing corporation were sufficiently in excess of the credit balances due to clients. EBL also
208
mentioned that it had not reported any incorrect amounts under the head collaterals deposited with
clearing member and such discrepancy was on account of liquid mutual funds being included in the
working. As communicated by NSE vide its email communication dated July 15, 2022, a personal
hearing was held before the Member and Core Settlement Guarantee Fund Committee on July 21, 2022.
No further communication received from NSE. The matter is currently pending.
(b) Nuvama Wealth Finance Limited (“NWFL”) (formerly known as Edelweiss Finance & Investments
Limited)
(i) Civil Proceedings filed by NWFL
Litigation – By our Company”, there are no other civil proceedings filed by NWFL.
(c) Edelweiss Custodial Services Limited (“ECSL”)
(i) Civil Proceedings filed against ECSL
1. Arebee Shipping Company Private Limited and its promoter family, who claim to be clients of Anugrah
Stock and Broking Private Limited (“Anugrah”), filed a suit before the Bombay High Court against
Anugrah, Teji Mandi and ECSL (“Suit”). The principal allegation in this Suit is that Anugrah and Teji
Mandi have misused the power of attorney given to them by the client to misappropriate
securities/funds of the client. The Bombay High Court has also passed interim orders directing Anugrah
and Teji Mandi to file an affidavit of disclosure to disclose ledger accounts, details of trades, etc.
executed on behalf of their clients. The matter is currently pending.
2. On October 4, 2020, ECSL were served with three arbitration petitions (“Arbitration Petitions”) filed
by Lalit Shah, Lalit Shah HUF and Prafulla Shah (“Petitioners”), all of whom claim to be clients of
Anugrah Stock and Broking Private Limited (“Anugrah”). The principal grievance raised in these
Arbitration Petitions is that stocks / securities / units entrusted by the Petitioners with Anugrah have
been wrongly sold by Anugrah and ECSL. The Petitioners have also sought a direction that Anugrah
and ECSL remit back the securities / stocks / units belonging to the Petitioner or deposit in Court an
equivalent aggregate sum. The petition has been filed under Section 9 of the Arbitration and
Conciliation Act, 1996, seeking interim relief pending arbitration The matter is currently pending.
3. Writ Petition has been filed before the Bombay High Court by Jaidev Krishnan Iyer, Ashwin Kantilal
Mehta and Vimal Kishor Sikchi, Mahendra Kumar Mohta respectively, who claims to be end investors
who have invested their monies and given shares as collateral to Anugrah Stock & Broking Private
Limited (“Anugrah”). The Petitioners have alleged that the securities placed by them were wrongfully
liquidated by Anugrah and ECSL. The main prayers of these Petitions is to seek a Special Investigation
Team to conduct investigation into the affairs of NSE, NCL, BSE, ECSL, ICICI Bank, Anugrah and
Teji Mandi Analytics Private Limited and their auditors to ascertain the role played by each of the
entities and submit a report. As Economic Offences Wing (“EOW”) is already seized of the matter on
account of the complaints filed with it by certain end-investors of Anugrah, EOW has been directed to
submit a report on the progress of the investigation. The matter is currently pending.
4. Writ Petition has been filed before the Bombay High Court by Nimish Shah and others including Alpita
Apurva Mayekar & others and Karim Maredia, end clients of Anugrah Stock & Broking Private Limited
(“Anugrah”) inter-alia seeking a direction against SEBI to take action against all Respondents
including NSE, NCL, CDSL, ECSL, Anugrah and Teji Mandi, and pass appropriate orders to protect
the interest of the Petitioners and other investors. As the petition involves a common cause of action
and similar/overlapping reliefs, the parties were given the liberty to make an application to tag the
above petition with other writ petitions filed before the Bombay High Court. All the writ petitions have
been tagged together and common orders have been passed in all the writ petitions. The matter is
currently pending for hearing.
5. Writ Petition being No. 3603 of 2022 has been filed before the Bombay High Court by Kamal R.
Bulchandani & 05 others (“Petitioners”), the end clients of Anugrah Stock & Broking Private Limited
(“Anugrah”) against SEBI, NSE, NSECL, CDSL, ECSL, EOW and 07 others including EOW
Anugrah, Teji Mandi inter-alia challenging the orders passed by the Respondent No. 2, NSE rejecting
209
the claims of the Petitioners for reimbursement to the maximum of Rs. 25 lakhs each from IPF on
account of losses suffered by unauthorised sell of Petitioner’s securities and misappropriation of
margin/funds by Respondent No. 5, 7 and 8 & after probing into the legality to set aside the said
orders. ECSL is Party Respondent No. 5 in the captioned Petition. The Petitioners have alleged that
the securities placed by them were wrongfully liquidated by Anugrah and ECSL. The Petitioners further
prayed to appoint retired High Court Judge or any other competent High Court officials to probe into
affairs of Respondents No. 1 to 4 relating to the violation and breach of Respondents No. 5, 6 & 7 and
for other reliefs more particularly mentioned in the said Petition including directing Respondent No. 6,
EOW to disclose status of their investigations. The matter is currently pending.
(ii) Criminal Proceedings involving ECSL
1. On a complaint made by certain end-clients of Anugrah Stock and Broking Private Limited “Anugrah”,
the Economic Offence Wing (“EOW”) registered first information report dated September 9, 2020
against Anugrah and its affiliates/promoters for defrauding customers under Ponzi scheme and lured
investors with assured returns of 15% to 20%. Although ECSL is not an accused in that matter, the
Economic Offence Wing passed a direction marking a debit lien on ECSL’s clearing account held with
Citibank to the tune of ₹4,603.2 million. ECSL challenged this direction before the 47th Additional Chief
Metropolitan Magistrate’s Court at Esplanade, Mumbai. The Additional Chief Metropolitan Magistrate’s
47th Court at Esplanade, Mumbai has temporarily lifted the lien on ECSL’s Clearing Account by passing
a stay order. Due to business exigencies, ECSL was required to sell one of the securities listed in the
Undertaking namely, parcels of land situated at Alibaug. ECSL therefore, made an Interim Application
before the Court inter-alia praying to permit ECSL to substitute Alibaug land property with a more liquid
security of equivalent value in the form of Compulsory Convertible Debenture (CCDs) of group/affiliate
company of ECSL. The Court vide its order dated April 21, 2022, rejected the said Interim Application
merely on the ground that once the security has been furnished the same cannot be substituted. Being
aggrieved, ECSL filed a Criminal Writ Petition being No. 2690 of 2022 before Bombay High Court
challenging the said order dated April 21, 2022. By an order August 11, 2022, the Hon’ble Court allowed
ECSL to withdraw the said Petition with a liberty to file fresh application in the event ECSL intends to
provide other security as replacement to the previous security. The matter is currently pending before
Metropolitan Magistrate’s Court at Esplanade, Mumbai.
(iii) Regulatory proceedings involving ECSL
1. NSE Clearing Limited (“NCL”) had issued a Show Cause Notice (“SCN”) dated January 8, 2020, after
completing the Limited Purpose Inspection to understand the issue raised by the trading member Vrise
Securities Private Limited (“Vrise”). NCL made inter-alia certain observations in its SCN and personal
hearing was scheduled before Member and Core Settlement Guarantee Fund Committee (“MCSGFC”)
of NCL. The MCSGF Committee of NCL passed an order dated February 12, 2020 stating that ECSL to
reinstate such securities that are liquidated by ECSL. ECSL thereafter filed an appeal against the
impugned order with Securities Appellate Tribunal (“SAT”) and Miscellaneous Application and SAT
by its order dated February 26, 2020 granted a stay on the matter until the matter is disposed of and
directed ECSL to maintain its unutilized and free collateral with NCL above ₹240 million till the appeal
has been decided. The matter is currently pending.
2. NSE Clearing Ltd (“NCL”) had issued a Show Cause Notice (“SCN”) dated September 19, 2020 after
completing the Limited Purpose Inspection to understand the issue raised by the trading member
Anugrah Stock & Broking Private Limited (“Anugrah”). NCL made inter alia certain observations in
its SCN and personal hearing was scheduled before Member and Core Settlement Guarantee Fund
Committee (“MCSGFC”) of NCL. The MCSGF Committee of NCL passed an order dated October 20,
2020 stating that post detailed scrutiny of NSE and the quantum of securities to be re-instated will be
intimated by NSE to ECSL for further action and also has levied a penalty of ₹0.1 million. ECSL
thereafter filed an appeal against the impugned order with Securities Appellate Tribunal (“SAT”) and
SAT by its order dated November 5, 2020 while granting a stay order inter-alia directed ECSL to give
an undertaking to NCL that ECSL will deposit ₹ 2,120 million or any other amount as may be directed
by Tribunal after disposal of Appeal. The matter is currently pending.
3. NSE Clearing Ltd (“NCL”) had issued a Show Cause Notice (“SCN”) dated August 24, 2021 after
completing the Regular Inspection of Books of ECSL. NCL made inter alia certain observations in its
SCN which was duly responded by ECSL vide its letter dated September 8, 2021. On October 6, 2021,
210
a personal hearing was concluded before the Member and Core Settlement Guarantee Fund Committee
(“MCSGFC”) of NCL and in pursuance thereof, ECSL submitted its written submission dated October
13, 2021. NCL had further sought clarifications on certain points vide its letter dated March 17, 2022
which are duly responded by ECSL vide its letter dated April 27, 2022 to NCL. The matter is currently
pending.
4. SEBI jointly with the clearing corporations had conducted joint inspection of clearing business of ECSL
for the period April 2020 to December 2021 and raised certain observations vide its letter dated March
30, 2022. The same has been responded by ECSL to SEBI on April 8, 2022. Subsequently, SEBI, has
assigned Joint Inspection case to NSE Clearing Ltd. (“NCL”) for post inspection Enforcement Action.
NCL has vide its letter dated June 22, 2022 inter alia intimated about the further actions proposed on
ECSL. ECSL vide its letter dated July 04, 2022 had duly responded to NCL with its comments and
requested no actions be initiated on ECSL. As communicated by NCL vide its letter dated July 22, 2022,
a personal hearing was held before the Member and Core Settlement Guarantee Fund Committee on
August 02, 2022. Awaiting further revert from NCL.
(d) Nuvama Wealth Management Limited (“NWML”) (formerly known as Edelweiss Securities Limited)
(i) Criminal proceedings against NWML
Except as mentioned above under “-Material litigation or legal or regulatory actions involving our
Promoter”, there are no other criminal proceedings against NWML.
(ii) Regulatory proceedings involving NWML
SEBI jointly with NSE had conducted joint inspection of Capital Market, F&O and Currency Derivatives
segments of NWML for F. Y. 2020-21 and assigned Joint Inspection case to NSE for post Inspection
Enforcement action. NSE, after considering NWML's explanations and submissions, has imposed a total
penalty of Rs 1,15,000 vide its correspondence no NSE/INSP/MCSGFC-69/CMFOCDS/20-21&21-
22/ACT/11933 dated August 30,2022, which was complied with by NWML.
6. Litigation involving Group Companies.
Except as disclosed under “-Material litigations and regulatory actions involving our Company – Civil Litigation –
By our Company”, there are no litigations pending or taken against the group companies of our Company.
7. Taxation
As on the date of this Tranche II Prospectus, there are no tax matters wherein the amount involved is more than
₹1,000 million.
8. Details of acts of material frauds committed against our Company in the last three years immediately
preceding the date of this Tranche II Prospectus, if any, and if so, the action taken by our Company
Nil
9. Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of statutory dues; debentures and interests thereon; deposits and interest thereon; and loan from
any bank or financial institution and interest thereon.
Nil
10. Pending proceedings initiated against our Company for economic offences.
Nil
11. Details of inquiries, inspections or investigations initiated or conducted under the Companies Act, 1956 or the
Companies Act, 2013 or the securities law against our Company and its Subsidiaries in the last three years
along with section wise details of prosecutions filed (whether pending or not), fines imposed or compounding
of offences against our Company and its Subsidiaries in the last three years.
211
1. On March 22, 2021, Edelweiss Asset Reconstruction Company Limited (“EARC”) received, MCA letter dated
March 18, 2021, regarding inspection of the books of accounts and other books and papers of EARC under
Section 206(5) of the Companies Act, 2013. EARC has furnished all the required documents and information to
MCA in April 2021. Further at the request of MCA, EARC re-submitted documents on December 03, 2021 and
since then, no further communication received from MCA.
2. On September 25, 2021, Edelweiss Asset Reconstruction Company Limited (“EARC”) received a letter dated
September 22, 2021 from Ministry of Corporate Affairs (MCA), Serious Fraud Investigation Office, New Delhi
inter-alia calling upon information under Section 217 of Companies Act, 2013 regarding investigation into
affairs of Binani Cements Limited (now Ultratech Nathdwara Cement Limited), whose NPA credit facility
account with SIDBI was purchased by EARC. EARC vide its letter dated October 8, 2021 furnished all required
documents and information. No further communication received from MCA.
3. Our Company along with other Merchant Bankers (“Appellants”) preferred an appeal before the Securities
Appellate Tribunal, Mumbai (“SAT”) on May 19, 2016, inter alia, challenging an order dated March 31, 2016
(“Order”) passed by an adjudicating officer of SEBI (“Respondent”) imposing a penalty of INR 10 million
jointly and severally on the Appellants for violation of certain disclosure requirements set forth under the SEBI
ICDR Regulations, 2009 and adherence to the code of conduct set forth under the Merchant Bankers Regulations,
1992 for the merchant bankers in relation to the initial public offer of Electrosteel Steels Limited. SAT vide its
order dated November 14, 2019, has reduced the penalty amount from ₹ 10 million to ₹ 5 million, and the said
order was compiled by the Appellants jointly.
4. The Securities and Exchange Board of India (“SEBI”) vide its letter dated July 27, 2020, addressed to our
Company made certain observations relating to merchant banking activities of the Company during inspection
carried out in the month of February 2020 and advised to be careful in future, thereby avoiding any lapses. Our
company has submitted its response on August 26, 2020 dealing with all the observations on merit.
12. Any litigation or legal action pending or taken against the promoter of the company by a Government
Department or a statutory body during the last three years immediately preceding the date of this Tranche
II Prospectus:
Except as disclosed under “Material litigation or legal or regulatory actions involving our Promoter as on the date
of this Tranche II Prospectus”, there are no other litigation or legal action pending or taken against the promoter of
the company by a Government Department or a statutory body during the last three years immediately preceding
the date of this Tranche II Prospectus.
212
OTHER REGULATORY AND STATUTORY DISCLOSURES
Issuer’s Absolute Responsibility

“The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Shelf Prospectus read
with this Tranche II Prospectus 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 Tranche II Prospectus 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
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 in any material respect.”
Authority for the Issue
At the meeting of the Board of Directors of our Company held on October 28, 2021, the Board of Directors approved the
issuance of NCDs to the public. Pursuant to such resolution, the present issue through the Shelf Prospectus of NCDs of
face value of ₹1,000 each aggregating up to the ₹10,000 million (“Shelf Limit”), hereinafter called the “Issue” was
approved by the Debenture Fund Raising Committee of our Board of Directors in its meeting dated November 15, 2021.
The present Issue through this Tranche II Prospectus of NCDs is within the shelf limit of ₹10,000 million (“Shelf Limit”).
Further, the present borrowing is within the borrowing limits of ₹100,000 million under Section 180(1I) of the Companies
Act, 2013 duly approved by the members of our Company by way of postal ballot on September 10, 2014.
The Debenture Fund Raising Committee of our Debenture Fund Raising Committee in its meeting dated September 26,
2022, has approved this Tranche II Prospectus.
Prohibition by SEBI / Eligibility of our Company for the Issue
Our Company, persons in control of our Company and/or the Promoters and/or our Promoter Group and/or the Directors
have not been restrained or prohibited or debarred from accessing the securities market or dealing in securities by SEBI
and no such order or direction is in force. Further, no member of our Company has been prohibited or debarred from
accessing the securities market or dealing in securities by SEBI due to fraud.
None of the Promoters or Directors of our Company is a promoter or director of another company which is debarred from
accessing the securities market or dealing in securities by the Board.
None of the promoters or directors of the issuer is a promoter or director of another company which is debarred from
accessing the securities market or dealing in securities by the Board.
The Company confirms that there are no fines or penalties levied by SEBI or the Stock Exchanges pending to be paid by
the Company as on the date of this Tranche II Prospectus.
The Company, as on date of this Tranche II Prospectus, has not defaulted in:
a. the repayment of deposits or interest payable thereon; or

b. redemption of preference shares; or
c. redemption of debt securities and interest payable thereon; or
d. payment of dividend to any shareholder; or
e. repayment of any term loan or interest payable thereto in the last three financial years and the current financial year.
No regulatory action is pending against the issuer or its promoters or directors before the Board or the Reserve Bank of
India.
Willful Defaulter
Our Company, and/or our Directors and/or our Promoters have not been categorised as a wilful defaulter by the RBI,
ECGC, any government/regulatory authority and/or by any bank or financial institution nor are they in default of payment
of interest or repayment of principal amount in respect of debt securities issued, for a period of more than six months.
None of our Whole-time Directors and/or our Promoter, is a whole-time director or promoter of another company which
is has been categorised as a wilful defaulter.
213
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE OFFER DOCUMENT TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MANAGER,
HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE
PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, EQUIRUS
CAPITAL PRIVATE LIMITED, HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED
SEPTEMBER 26, 2022 WHICH READS AS FOLLOWS:
1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTERS OR DIRECTORS HAVE BEEN
PROHIBITED FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTION
PASSED BY THE BOARD. WE ALSO CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED
IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY
REGULATORY AUTHORITY.
2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE
BEEN MADE IN THE OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL DEVELOPMENT
IN THE ISSUE OR RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND
TRADING OF THE NCDs OFFERED THROUGH THIS ISSUE SHALL BE INFORMED THROUGH
PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE
ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE WILL BE
GIVEN.
3. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL DISCLOSURES AS SPECIFIED IN

THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-
CONVERTIBLE SECURITIES) REGULATIONS, 2021.
4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT, 1956,
COMPANIES ACT, 2013, SECURITIES CONTRACTS (REGULATION) ACT, 1956, SECURITIES AND
EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES,
CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH.
5. WE CONFIRM THAT NO COMMENTS/ COMPLAINTS WERE RECEIVED ON THE DRAFT SHELF

PROSPECTUS DATED NOVEMBER 15, 2022 FILED WITH THE STOCK EXCHANGE. BSE LIMITED
IS THE DESIGNATED STOCK EXCHANGE FOR THE ISSUE.
DISCLAIMER CLAUSE OF BSE
BSE LIMITED (“THE EXCHANGE”) HAS GIVEN, VIDE ITS APPROVAL DATED NOVEMBER 23, 2021
PERMISSION TO THIS COMPANY TO USE THE EXCH’NGE'S NAME IN THIS OFFER DOCUMENT AS
ONE OF THE STOCK EXCHANGES ON WHICH THIS COM’ANY'S SECURITIES ARE PROPOSED TO BE
LISTED. THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITS LIMITED
INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION
TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER:
A. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE

CONTENTS OF THIS OFFER DOCUMENT; OR
214
B. WARRANT THAT THIS COM’ANY'S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE
LISTED ON THE EXCHANGE; OR
C. TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY,
ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;
AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER
DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO
DESIRES TO APPLY FOR, OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY MAY
DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT
HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY ANY REASON OF ANY LOSS
WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH
SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE
STATED HEREIN OR FOR ANY OTHER REASON WHATSOEVER.
DISCLAIMER STATEMENT OF ACUITÉ RATINGS & RESEARCH LIMITED
AN ACUITÉ RATING DOES NOT CONSTITUTE AN AUDIT OF THE RATED ENTITY AND SHOULD NOT
BE TREATED AS A RECOMMENDATION OR OPINION THAT IS INTENDED TO SUBSTITUTE FOR A
FINANCIAL ADV’SER'S OR INVE’TOR'S INDEPENDENT ASSESSMENT OF WHETHER TO BUY, SELL
OR HOLD ANY SECURITY. ACUITÉ RATINGS ARE BASED ON THE DATA AND INFORMATION
PROVIDED BY THE ISSUER AND OBTAINED FROM OTHER RELIABLE SOURCES. ALTHOUGH
REASONABLE CARE HAS BEEN TAKEN TO ENSURE THAT THE DATA AND INFORMATION IS TRUE,
ACUITÉ, IN PARTICULAR, MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED
WITH RESPECT TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF THE INFORMATION
RELIED UPON. ACUITÉ IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS AND ESPECIALLY
STATES THAT IT HAS NO FINANCIAL LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT OR
CONSEQUENTIAL LOSS OF ANY KIND ARISING FROM THE USE OF ITS RATINGS. ACUITÉ RATINGS
ARE SUBJECT TO A PROCESS OF SURVEILLANCE WHICH MAY LEAD TO A REVISION IN RATINGS
AS AND WHEN THE CIRCUMSTANCES SO WARRANT. PLEASE VISIT OUR WEBSITE
(WWW.ACUITE.IN) FOR THE LATEST INFORMATION ON ANY INSTRUMENT RATED BY ACUITÉ
DISCLAIMER STATEMENT OF CRISIL
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
RATING S F ROM 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.
DISCLAIMER CLAUSE OF CARE ADVISORY RESEARCH & TRAINING LIMITED
THE REPORT IS PREPARED BY CARE ADVISORY RESEARCH AND TRAINING LIMITED (“CART”).
CART HAS TAKEN UTMOST CARE TO ENSURE ACCURACY AND OBJECTIVITY WHILE
DEVELOPING THE REPORT BASED ON INFORMATION AVAILABLE IN CART’S PROPRIETARY
DATABASE, AND OTHER SOURCES CONSIDERED BY CART AS ACCURATE AND RELIABLE
INCLUDING THE INFORMATION IN PUBLIC DOMAIN. THE VIEWS AND OPINIONS EXPRESSED
HEREIN DO NOT CONSTITUTE THE OPINION OF CART TO BUY OR INVEST IN THIS INDUSTRY,
SECTOR OR COMPANIES OPERATING IN THIS SECTOR OR INDUSTRY AND IS ALSO NOT A
215
RECOMMENDATION TO ENTER INTO ANY TRANSACTION IN THIS INDUSTRY OR SECTOR IN ANY
MANNER WHATSOEVER.
THE REPORT HAS TO BE SEEN IN ITS ENTIRETY; THE SELECTIVE REVIEW OF PORTIONS OF THE
REPORT MAY LEAD TO INACCURATE ASSESSMENTS. ALL FORECASTS IN THE REPORT ARE
BASED ON ASSUMPTIONS CONSIDERED TO BE REASONABLE BY CART; HOWEVER, THE ACTUAL
OUTCOME MAY BE MATERIALLY AFFECTED BY CHANGES IN THE INDUSTRY AND ECONOMIC
CIRCUMSTANCES, WHICH COULD BE DIFFERENT FROM THE PROJECTIONS.
NOTHING CONTAINED IN THE REPORT IS CAPABLE OR INTENDED TO CREATE ANY LEGALLY

BINDING OBLIGATIONS ON THE SENDER OR CART WHICH ACCEPTS NO RESPONSIBILITY,
WHATSOEVER, FOR LOSS OR DAMAGE FROM THE USE OF THE SAID INFORMATION. CART IS
ALSO NOT RESPONSIBLE FOR ANY ERRORS IN TRANSMISSION AND SPECIFICALLY STATES THAT
IT, OR ITS DIRECTORS, EMPLOYEES, PARENT COMPANY – CARE RATINGS LTD., OR ITS
DIRECTORS, EMPLOYEES DO NOT HAVE ANY FINANCIAL LIABILITIES WHATSOEVER TO THE
SUBSCRIBERS/USERS OF THE REPORT. THE SUBSCRIBER/USER ASSUMES THE ENTIRE RISK OF
ANY USE MADE OF THE REPORT OR DATA HEREIN. THIS REPORT IS FOR THE INFORMATION OF
THE AUTHORISED RECIPIENT IN INDIA ONLY AND ANY REPRODUCTION OF THE REPORT OR
PART OF IT WOULD REQUIRE EXPLICIT WRITTEN PRIOR APPROVAL OF CART.
CART SHALL REVEAL THE REPORT TO THE EXTENT NECESSARY AND CALLED FOR BY
APPROPRIATE REGULATORY AGENCIES, VIZ., SEBI, RBI, GOVERNMENT AUTHORITIES, ETC., IF
IT IS REQUIRED TO DO SO. BY ACCEPTING A COPY OF THE REPORT, THE RECIPIENT ACCEPTS
THE TERMS OF THIS DISCLAIMER, WHICH FORMS AN INTEGRAL PART OF THE REPORT.
DISCLAIMER STATEMENT FROM THE LEAD MANAGER
THE LEAD MANAGER ACCEPT NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN
IN THIS TRANCHE II PROSPECTUS OR IN ADVERTISEMENT OR ANY OTHER MATERIAL ISSUED BY
OR AT THE INSTANCE OF THE COMPANY IN CONNECTION WITH THE ISSUE OF THE NCDS AND
THAT ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE
DOING SO AT THEIR OWN RISK.
DISCLAIMER IN RESPECT OF JURISDICTION
THE ISSUE IS BEING MADE IN INDIA, TO INVESTORS FROM CATEGORY I, CATEGORY II,
CATEGORY III AND CATEGORY IV. THE DRAFT SHELF PROSPECTUS, THE SHELF PROSPECTUS
AND THIS TRANCHE II PROSPECTUS WILL NOT, HOWEVER CONSTITUTE AN OFFER TO SELL OR
AN INVITATION TO SUBSCRIBE FOR THE NCDS OFFERED HEREBY IN ANY JURISDICTION OTHER
THAN INDIA TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN
SUCH JURISDICTION. ANY PERSON INTO WHOSE POSSESSION THE DRAFT SHELF PROSPECTUS,
THE SHELF PROSPECTUS AND THIS TRANCHE II PROSPECTUS COMES IS REQUIRED TO INFORM
HIMSELF OR HERSELF ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
DISCLAIMER STATEMENT FROM THE ISSUER
THE ISSUER ACCEPTS NO RESPONSIBILITY FOR STATEMENTS MADE OTHER THAN IN THIS
TRANCHE II PROSPECTUS ISSUED BY OUR COMPANY IN CONNECTION WITH THE ISSUE OF THE
NCDS AND ANYONE PLACING RELIANCE ON ANY OTHER SOURCE OF INFORMATION WOULD BE
DOING SO AT HIS / HER / THEIR OWN RISK.
UNDERTAKING BY THE ISSUER
INVESTORS ARE ADVISED TO READ THE RISK FACTORS CAREFULLY BEFORE TAKING AN
INVESTMENT DECISION IN THIS ISSUE. FOR TAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE OFFER INCLUDING THE
RISKS INVOLVED. THE NCDs HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY
REGULATORY AUTHORITY IN INDIA, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF
INDIA (SEBI) NOR DOES SEBI GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
SPECIFIC ATTENTION OF INVESTORS IS INVITED TO THE STATEMENT OF THE “RISK FACTORS”
216
CHAPTER ON PAGE 17.
OUR COMPANY, HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR,
AND CONFIRMS THAT THIS TRANCHE II PROSPECTUS CONTAINS ALL INFORMATION WITH
REGARD TO THE ISSUER AND THE ISSUE, THAT THE INFORMATION CONTAINED IN THIS
TRANCHE II PROSPECTUS 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 TRANCHE II PROSPECTUS AS A WHOLE OR ANY OF SUCH INFORMATION OR
THE EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING IN ANY MATERIAL
RESPECT.
THE COMPANY HAS NO SIDE LETTER WITH ANY DEBT SECURITIES HOLDER EXCEPT THE ONE(S)
DISCLOSED IN THIS TRANCHE II PROSPECTUS. ANY COVENANTS LATER ADDED SHALL BE
DISCLOSED ON THE STOCK EXCHANGE WEBSITE WHERE THE NCDs ARE PROPOSED TO BE
LISTED.
OUR COMPANY DECLARES THAT NOTHING IN THIS TRANCHE II PROSPECTUS IS CONTRARY TO

THE PROVISIONS OF COMPANIES ACT, 2013 (18 OF 2013), THE SECURITIES CONTRACTS
(REGULATION) ACT, 1956 AND THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 AND
THE RULES AND REGULATIONS MADE THEREUNDER.
Track record of past public issues handled by the Lead Manager
The track record of past issues handled by the Lead Manager, as required by SEBI circular number CIR/MIRSD/1/2012
dated January 10, 2012, are available at the following websites
Name of Lead Manager Website

Equirus Capital Private Limited www.equirus.com
Listing
An application will be made to the Stock Exchange for permission to deal in and for an official quotation of our NCDs.
BSE has been appointed as the Designated Stock Exchange.
If permissions to deal in and for an official quotation of our NCDs are not granted by the Stock Exchange, our Company
will forthwith repay, without interest, all moneys received from the Applicants in pursuance of the Shelf Prospectus and
this Tranche II Prospectus.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the Stock Exchange mentioned above are taken within 6 Working Days from the date of closure of this Tranche
II Issue.
For the avoidance of doubt, it is hereby clarified that in the event of zero subscription to any one or more of the series,
such NCDs with series shall not be listed.
Our Company shall pay interest at 15% (fifteen) per annum if Allotment is not made and refund orders/allotment letters
are not dispatched and/or demat credits are not made to investors within 5 Working Days of the Tranche II Issue Closing
Date or date of refusal of the Stock Exchange(s), whichever is earlier. In case listing permission is not granted by the
Stock Exchange(s) to our Company and if such money is not repaid within the day our Company becomes liable to repay
it on such account, our Company and every officer in default shall, on and from expiry of such date, be liable to repay
the money with interest at the rate of 15% as prescribed under Rule 3 of Companies (Prospectus and Allotment of
Securities) Rules, 2014 read with Section 26 of the 2013 Act, provided that the beneficiary particulars relating to such
Applicants as given by the Applicants is valid at the time of the upload of the demat credit.
Consents
Consents in writing of: (a) the Directors, (b) Company Secretary and Compliance Officer, (c) Chief Financial Officer,
(d) Lead Manager (e) the Registrar to the Issue, (f) Legal Advisor to the Issue; (g) bankers to Company; (h) CRISIL
Ratings Limited; (i) Acuité Ratings & Research Limited; (j) the Debenture Trustee; (k) Lead Brokers to the Issue; (l)
217
Public Issue Account Bank, Refund Bank and Sponsor Bank; (m) CARE Advisory Research & Training Limited in
relation to the CARE Report have been obtained from them and and the same will be filed along with a copy of the Shelf
Prospectus and this Tranche II Prospectus with the ROC as required under Section 26 of the Companies Act, 2013.
Further, such consents have not been withdrawn up to the time of delivery of this Tranche II Prospectus with the RoC.
Our Company has received the written consent dated September 26, 2022 from S. R. Batliboi & Co. LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI NCS
Regulations, in this Tranche II Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013
to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination reports dated September
22, 2022 on the reformatted standalone financial information of the Company and reformatted consolidated financial
information of the Company, its subsidiaries, associates and trusts (collectively referred to as the “Group”) as at and for
each of the years ended March 31, 2022, 2021 and 2020 (ii) the limited review report dated August 4, 2022 relating to
the Q1 2023 Unaudited Standalone Financial Results of the Company and Q1 2023 Unaudited Consolidated Financial
Results of the Group for the quarter ended June 30, 2022 pursuant to the requirements of Regulation 33 of the SEBI
(Listing Obligations Disclosure Requirements) Regulations, 2015 as amended; and (iii) the report on statement of
possible tax benefits dated September 26, 2022 included in this Tranche II Prospectus, and such consent has not been
withdrawn as on the date of this Tranche II Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act, 1993.
Expert Opinion
Except for the following, our Company has not obtained any expert opinions in connection with this Tranche II
Prospectus:
Our Company has received the written consent dated September 26, 2022 from S. R. Batliboi & Co. LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI NCS
Regulations, in this Tranche II Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013
to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination reports dated September
22, 2022, on the reformatted standalone financial information of the Company and reformatted consolidated financial
information of the Company, its subsidiaries, associates and trusts (collectively referred to as the “Group”) as at and for
each of the years ended March 31, 2022, 2021 and 2020 (ii) the limited review reports dated August 4, 2022 relating to
the Q1 2023 Unaudited Standalone Financial Results of the Company and Q1 2023 Unaudited Consolidated Financial
Results of the Group for the quarter ended June 30, 2022 pursuant to the requirements of Regulation 33 of the SEBI
(Listing Obligations Disclosure Requirements) Regulations, 2015 as amended; and (iii) the report on statement of
possible tax benefits dated September 26, 2022, included in this Tranche II Prospectus, and such consent has not been
withdrawn as on the date of this Tranche II Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act, 1993.
Common form of Transfer
Our Company undertakes that there shall be a common form of transfer for the NCDs and the provisions of the Companies
Act, 2013 applicable as on the date of this Tranche II Prospectus and all applicable laws shall be duly complied with in
respect of all transfer of debentures and registration thereof.
Minimum Subscription
II Issue Closing Date or such time as may be specified by SEBI provided wherein, the Application Amount has been
transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be refunded
from the Refund Account to the relevant ASBA Accounts(s) of the Applicants within 6 Working Days from the Tranche
II Issue Closing Date, failing which our Company will become liable to refund the Application Amount along with
interest at the rate 15 (fifteen) percent per annum for the delayed period.
218
SEBI in this regard including SEBI Operational Circular.
Filing of the Draft Shelf Prospectus
A copy of the Draft Shelf Prospectus was filed with the Stock Exchange in terms of SEBI NCS Regulations for
dissemination on their website. The Draft Shelf Prospectus has also been displayed on the website of the Company and
the Lead Manager.
Filing of the Shelf Prospectus and this Tranche II Prospectus with the RoC
Our Company is eligible to file the Shelf Prospectus as per requirements of Regulation 41(1)(c) of SEBI NCS
Regulations. A copy of the Shelf Prospectus and copy of this Tranche II Prospectus will be filed with the RoC, in
accordance with Section 26 and Section 31 of the Companies Act, 2013.
Debenture Redemption Reserve
In accordance with recent amendments to the Companies Act, 2013, and the Companies (Share Capital & Debentures)
Rules 2014, read with the SEBI NCS Regulations, a listed company that intends to issue debentures to the public are no
longer required to create a DRR for the purpose of redemption of debentures. Pursuant to the amendment to the
Companies (Share Capital & Debentures) Rules 2014, notified on August 16, 2019, and as on the date of filing of this
Tranche II Prospectus, our Company is not required to create DRR for the purpose of redemption of the NCDs.
Accordingly, no debenture redemption reserve shall be created by our Company for the purpose of redemption of the
NCDs or in connection with this Tranche II Issue. Our Company shall, as per the Companies (Share Capital &
Debentures) Rules 2014 and other laws applicable from time to time, invest or deposit, as the case may be, the applicable
amounts, within the specified timelines, in respect of debentures maturing during the year ending on the 31 st day of March
of the next year, in any one or more methods of investments or deposits stipulated under the applicable law. Provided
that the amount remaining invested or deposited, as the case may be, shall not at any time fall below the specified
percentage, which is presently stipulated at 15% (fifteen percent) of the amount of the debentures maturing during the
year ending on March 31 of the next year, in any of the following instruments or such other instruments as may be
permitted under the applicable laws.
1. in deposits with any scheduled bank, free from any charge or lien;
2. in unencumbered securities of the Central Government or any State Government;
3. in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882;
4. in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the
Indian Trusts Act, 1882:
Provided further that the amount invested or deposited as above shall not be used for any purpose other than for
redemption of debentures maturing during the year referred above.
Recovery Expense Fund
Our Company has created a recovery expense fund in the manner as specified by SEBI in circular no.
SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated October 22, 2020 as amended from time to time and Regulation 11 of
SEBI NCS Regulations with the Designated Stock Exchange and informed the Debenture Trustee regarding the creation
of such fund. The recovery expense fund may be utilised by Debenture Trustee, in the event of default by our Company
under the terms of the Debenture Trust Deed, for taking appropriate legal action to enforce the security.
Kindly note, any default committed by the Company in terms of the NCDs proposed to be issued shall be reckoned at
each respective International Securities Identification Number level assigned to the respective Option(s) of NCDs issued
under this Tranche II Issue.
Reservation
No portion of the Issue has been reserved.
219
Underwriting
The Issue is not underwritten.
Terms and Conditions of Debenture Trustee Agreement
Fees charged by Debenture Trustee

The Debenture Trustee has agreed for one time acceptance fees of 0.010 % of the Issue Size payable on proportionate
basis as & when Issue will be raised up to ₹ 1,000 Crore and an annuity fee of ₹ 0.015 % of the Issue Size payable
annually in advance on proportionate basis as & when Issue will be raised up to ₹ 1,000 Crore, as disclosed in their offer
letter bearing reference number 17450/CL/MUM/21-22/DEB/124 dated November 8, 2021.
Terms of carrying out due diligence:
As per the SEBI Circular “SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 3, 2020 titled “Creation of
Security in issuance of listed debt securities and due diligence by debenture trustee(s)”, the Debenture Trustee is required
to exercise independent due diligence to ensure that the assets of the Issuer company are sufficient to discharge the interest
and principal amount with respect to the debt securities of the Issuer at all times. Accordingly, the Debenture Trustee
shall exercise due diligence as per the following process, for which our company has consented to.
(a) The Debenture Trustee, either through itself or its agents /advisors/consultants, shall carry out requisite diligence to
verify the status of encumbrance and valuation of the assets and whether all permissions or consents (if any) as may
be required to create the security as stipulated in the offer document /disclosure document / information
memorandum / private placement memorandum, 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, shall have the power to examine 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.
(b) The Company shall provide 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 relevant, where the assets and/or encumbrances in relation to the assets of the Company or any
third party security provider are registered / disclose
(c) Further, in the event that existing charge holders have provided conditional consent / permissions to the Company
to create further charge on the assets, the Debenture Trustee shall also have the power to verify such conditions by
reviewing the relevant transaction documents or any other documents executed between existing charge holders and
the Company. The Debenture Trustee shall also have the power to intimate the existing charge holders about
proposal of creation of further encumbrance and seeking their comments/ objections, if any.
(d) Without prejudice to the aforesaid, the Company shall ensure that it provides and procures all information,
representations, confirmations and disclosures as may be required in the sole discretion of 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/ Applicable Law.
The Debenture Trustee shall have the power to either independently appoint, or direct the Company to (after consultation
with the Debenture Trustee) appoint intermediaries, valuers, chartered accountant firms, practicing company secretaries,
consultants, lawyers and other entities in order to assist in the diligence by the Debenture Trustee. All costs, charges, fees
and expenses that are associated with and incurred in relation to the diligence as well as preparation of the
reports/certificates/documentation, including all out of pocket expenses towards legal or inspection costs, travelling and
other costs, shall be solely borne by the Company.
Process of Due Diligence to be carried out by the Debenture Trustee
Due Diligence will be carried out as per DT regulations and circulars issued by SEBI from time to time. This would
broadly include the following:
• A Chartered Accountant (“CA”) appointed by Debenture Trustee will conduct independent due diligence as per
scope provided, regarding security offered by the Issuer.
220
• CA will ascertain, verify, and ensure that the assets offered as security by the Issuer is free from any encumbrances
or necessary permission / consent / NOC has been obtained from all existing charge holders.
• CA will conduct independent due diligence on the basis of data / information provided by the Issuer.
• CA will, periodically undertake due diligence as envisaged in SEBI circulars depending on the nature of security.
• On basis of the CA’s report / finding Due Diligence certificate will be issued by Debenture Trustee and will be filed
with relevant Stock Exchanges.
• Due Diligence conducted is premised on data / information made available to the Debenture Trustee appointed
agency and there is no onus of responsibility on Debenture Trustee or its appointed agency for any acts of omission
/ commission on the part of the Issuer.
While the Debt Security is secured as per terms of the Offer Document and charge is held in favour of the Debenture
Trustee, the extent of recovery would depend upon realization of asset value and the Debenture Trustee in no way
guarantees / assures full recovery / partial of either principal or interest.
Other Confirmations
The Debenture Trustee confirms that they have undertaken the necessary due diligence in accordance with Applicable
Law, including the SEBI (Debenture Trustees) Regulations, 1993, read with the SEBI circulars titled (i) “Creation of
Security in issuance of listed debt securities and ‘due diligence’ by debenture trustee(s)” dated November 3, 2020; and
(ii) “Monitoring and Disclosures by Debenture Trustee(s)” dated November 12, 2020.
The Debenture Trustee undertakes that the NCDs shall be considered as secured only if the charged asset is registered
with sub-registrar and Registrar of Companies or CERSAI or depository, etc., as applicable, or is independently verifiable
by the Debenture Trustee.
BEACON TRUSTEESHIP LIMITED HAVE FURNISHED TO STOCK EXCHANGES A DUE DILIGENCE

CERTIFICATE DATED SEPTEMBER 26, 2022, AS PER THE FORMAT SPECIFIED IN ANNEXURE A TO
THE DT CIRCULAR WHICH READS AS FOLLOWS:
1. WE HAVE EXAMINED DOCUMENTS PERTAINING TO THE SAID ISSUE AND OTHER SUCH
RELEVANT DOCUMENTS, REPORTS AND CERTIFICATIONS.
2. ON THE BASIS OF SUCH EXAMINATION AND OF THE DISCUSSIONS WITH THE ISSUER, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES AND ON INDEPENDENT
VERIFICATION OF THE VARIOUS RELEVANT DOCUMENTS, REPORTS AND CERTIFICATIONS,
WE CONFIRM THAT:
A. THE ISSUER HAS MADE ADEQUATE PROVISIONS FOR AND/OR HAS TAKEN STEPS TO
PROVIDE FOR ADEQUATE SECURITY FOR THE DEBT SECURITIES TO BE ISSUED.
B. THE ISSUER HAS OBTAINED THE PERMISSIONS / CONSENTS NECESSARY FOR CREATING
SECURITY ON THE SAID PROPERTY(IES).
C. THE ISSUER HAS MADE ALL THE RELEVANT DISCLOSURES ABOUT THE SECURITY AND
ALSO ITS CONTINUED OBLIGATIONS TOWARDS THE HOLDERS OF DEBT SECURITIES.
D. ISSUER HAS ADEQUATELY DISCLOSED ALL CONSENTS/ PERMISSIONS REQUIRED FOR

CREATION OF FURTHER CHARGE ON ASSETS IN OFFER DOCUMENT OR PRIVATE
PLACEMENT MEMORANDUM/ INFORMATION MEMORANDUM AND ALL DISCLOSURES
MADE IN THE OFFER DOCUMENT OR PRIVATE PLACEMENT MEMORANDUM/
INFORMATION MEMORANDUM WITH RESPECT TO CREATION OF SECURITY ARE IN
CONFIRMATION WITH THE CLAUSES OF DEBENTURE TRUSTEE AGREEMENT.
E. ISSUER HAS DISCLOSED ALL COVENANTS PROPOSED TO BE INCLUDED IN DEBENTURE

TRUST DEED (INCLUDING ANY SIDE LETTER, ACCELERATED PAYMENT CLAUSE ETC.),
OFFER DOCUMENT OR PRIVATE PLACEMENT MEMORANDUM/ INFORMATION
221
MEMORANDUM.
F. ISSUER HAS GIVEN AN UNDERTAKING THAT CHARGE SHALL BE CREATED IN FAVOUR

OF DEBENTURE TRUSTEE AS PER TERMS OF ISSUE BEFORE FILING OF LISTING
APPLICATION.
WE HAVE SATISFIED OURSELVES ABOUT THE ABILITY OF THE ISSUER TO SERVICE THE DEBT
SECURITIES.
Our Company has submitted the due diligence certificate from Debenture Trustee to the Stock Exchange as per format
specified in Annexure A of the DT Circular.
Debenture Trust Deed
Our Company and the Debenture Trustee will execute a Debenture Trust Deed, inter alia, specifying the powers,
authorities and obligations of the Debenture Trustee and us, as per the extant SEBI regulations applicable for the proposed
NCD Issue.
Issue Related Expenses
The expenses of the Issue include, inter alia, lead management fees and selling commission to the Lead Manager, Lead
Brokers, fees payable to debenture trustees, the Registrar to the Issue, SCSBs’ commission/ fees, printing and distribution
expenses, legal fees, advertisement expenses and listing fees. The Issue expenses and listing fees will be paid by our
Company.
For estimated breakdown of the total expenses for the Tranche II Issue please see, “Objects to the Issue” on page 71.
Utilisation of Issue Proceeds
Our Board of Directors certifies that:
(i) all monies received out of this Tranche II Issue of the NCDs to the public shall be transferred to a separate bank
account maintained with a scheduled bank, other than the bank account referred to in section 40(3) of the
Companies Act;
(ii) details of all monies utilised out of this Tranche II Issue referred to in sub-item (i) shall be disclosed under an
appropriate separate head in our balance sheet indicating the purpose for which such monies were utilised;
(iii) details of all unutilised monies out of this Tranche II Issue referred to in sub-item (i), if any, shall be disclosed
under an appropriate separate head in our balance sheet indicating the form in which such unutilised monies have
been invested;
(iv) we shall utilize the Tranche II Issue proceeds only upon creation of security as stated in this Tranche II Prospectus
in the section titled “Terms of the Issue” on page 236 and after (a) permissions or consents for creation of specified
charge have been obtained from the creditors who have specified charge over the assets sought to be provided as
Security; (b) receipt of the minimum subscription of 75% of the Base Issue Size pertaining to each Tranche Issue;
(c) completion of Allotment and refund process in compliance with Section 40 of the Companies Act, 2013; (d)
creation of security and confirmation of the same in terms of NCDs and (e) receipt of listing and trading approval
from BSE;
(v) the Tranche II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any property;
(vi) the Tranche II Issue proceeds shall not be utilized for providing loans to or acquisition of shares of any entity who
is part of the Promoter Group or group companies
(vii) the Tranche II Issue proceeds shall be utilized in compliance with various guidelines, regulations and clarifications
issued by RBI, SEBI or any other statutory authority from time to time. Further the Tranche II Issue proceeds shall
be utilised only for the purpose and objects stated in the Shelf Prospectus and Tranche II Issue; and
222
(viii) If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within 6 Working
Days from the Tranche II Issue Closing Date or such lesser time as specified by SEBI, failing which interest will
be due to be paid to the Applicants in accordance with applicable laws.
Public / Rights Issues of Equity Shares in the last three years from the date of this Tranche II Prospectus
Public Issue:
Our Company has undertaken the following debenture public issue prior to the from the date of this Tranche II Prospectus:
Date of Opening April 1, 2021

Date of Closing April 23, 2021
Total Issue Size ₹4,000 million
Amount raised in the issue ₹ 2187. 03 million
Date of Allotment 29 April 2021
Net Utilisation of Proceeds The funds raised through the above issue has been utilized for the purpose of onward
lending and for repayment of interest and principal of existing borrowings of our
Company and general corporate purposes.
Date of Opening December 23, 2020

Date of Closing January 4, 2021
Total Issue Size ₹ 2,000 million
Amount raised in the ₹ 2,000 million
issue
Date of Allotment January 8, 2021
Net Utilisation of The funds raised through the above issue has been utilized for the purpose of onward
Proceeds lending and for repayment of interest and principal of existing borrowings of our
Date of Opening August 17, 2021

Date of Closing September 6, 2021
Amount raised in the ₹ 3,678.24 million
issue
Date of Allotment September 9, 2021
Date of Opening December 06, 2021

Date of Closing December 22, 2021
issue
Date of Allotment December 28, 2021
Our associate company, Edelweiss Broking Limited has undertaken the following debenture public issue prior to the
from the date of this Tranche II Prospectus:
Date of Opening July 05, 2022

Date of Closing July 12, 2022
issue
Date of Allotment July 15, 2022
Net Utilisation of The funds raised through the above issue has been utilized for the working capital
223
Proceeds purposes and general corporate purposes.
Our Associate, Nuvama Wealth Finance Limited (formerly known as Edelweiss Finance & Investments Limited), has
undertaken one public issuance of debentures in the last three years, the particulars of such issuances are set out below:
Date of Opening January 23, 2020

Date of Closing January 31, 2020
Issue
Date of Allotment February 5, 2020
Net Utilisation of Proceeds The funds raised through the above issue has been utilized for the purpose of onward
lending and for repayment of interest and principal of existing borrowings of Nuvama
Wealth Finance Limited (formerly known as Edelweiss Finance & Investments
Limitedand general corporate purposes).
Rights
Our Company has not undertaken any rights issue of equity shares in the last three years.
Public Issue by our Subsidiaries in the last three years from the date of this Tranche II Prospectus:
Our Subsidiary, Edelweiss Housing Finance Limited, has undertaken one public issuance of debentures in the last three
years, the particulars of such issuances are set out below:
Date of Opening April 6, 2022

Date of Closing April 26, 2022
Amount raised in the Issue ₹ 2,759.06 million
Date of Allotment April 29, 2022
Net Utilisation of Proceeds For the purpose of onward lending, financing, and for repayment/ prepayment of interest
and principal of existing borrowings of Edelweiss Housing Finance Limited and for the
general corporate purposes.
Our Subsidiary, ECL Finance Limited, has undertaken public issuances of debentures in the last three years, the
particulars of such issuances are set out below:
Date of Opening May 10, 2019

Date of Closing May 17, 2019
Date of Allotment May 23, 2019
Net Utilisation of The funds raised through the above issue has been utilized for the purpose of repayment
Proceeds of interest and principal of existing loans and general corporate purposes.
Date of Opening November 4, 2019

Date of Closing November 22, 2019
Date of Allotment November 28, 2019
Net Utilisation of The funds raised through the above issue has been utilized for the purpose of repayment
Proceeds of interest and principal of existing loans and general corporate purposes.
Delay in listing
There has been no delay in the listing of any non-convertible securities issued by our Company.
224
Refusal of listing of any security of the issuer during last three years by any of the stock exchanges in India or
abroad.
There has been no refusal of listing of any security of our Company during the last three years prior to the date of this
Tranche II Prospectus by any Stock Exchange in India.
Debentures or bonds and redeemable preference shares and other instruments issued by our Company and
outstanding
As on June 30, 2022, our Company has outstanding unlisted, unrated, secured, non-convertible redeemable debentures.
For further details see chapter titled “Financial Indebtedness” on page 171.
Further, save and except as mentioned in this Tranche II Prospectus, our Company has not issued any preference shares
as of June 30, 2022. For further details see chapter titled “Capital Structure” on page 61.
Details of the use of proceeds for on-lending from previous public issue of debt securities
Details regarding lending out of issue proceeds of Previous Issues:
(i) Loan given by our Company: Except Public Issue 1, Public Issue 2, Public Issue 3, and Public Issue 4 our Company
has not undertaken any prior public issuance of debentures. Further, our Company has not provided any
loans/advances to associates, entities/persons relating to Board, senior management or Promoter or others out of
proceeds from previous public issuance of debentures.
(ii) Utilisation of Issue Proceeds of the previous Issues by our Company and group companies: Except the Public Issue
1, Public Issue 2, Public Issue 3 and Public Issue 4, our Company has not undertaken any prior public issuance of
debentures. Further, our Company has not provided any loans/advances to its group companies from the proceeds
of previous public issue of debentures.
Dividend
Our Company has in place dividend distribution policy prepared in accordance with Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 approved by the Board of Directors of our Company. The
declaration and payment of dividends on our shares will be recommended by our Board of Directors and approved by
our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits,
capital requirements and overall financial condition.
Dividend declared to the Equity Shareholders of our Company over the last three years ended March 31, 2022 on a
standalone basis:
Particulars For the year ended March 31,

2022 2021 2020
Equity Share Capital (₹ in Million) 943.10 935.80 934.41
Face Value Per Equity Share (₹) (a) 1.00 1.00 1.00
Interim Dividend on Equity Shares (₹ per Equity Share) (b) 0.25 0.90 -
Interim dividend on Equity Shares (₹ in Million) 235.77 842.22 -
Interim Dividend Declared Rate (in %) (c=b/a) 25% 90% -
Final Dividend on Equity Shares (₹ per Equity Share) (d) 1.20 0.55 -
Final dividend on Equity Shares (₹ in million) 1,131.72 515.23 -
Dividend declared to the Equity Shareholders of our Company over the last three years ended
March 31, 2022 on a consolidated basis:

2022 2021 2020
Equity Shares
Equity Share Capital (₹ in Million) 943.10 935.80 934.41
Face Value Per Equity Share (₹) 1.00 1.00 1.00
225
2022 2021 2020
Interim Dividend on Equity Shares (₹ per Equity Share) 0.25 0.90 -
Interim dividend on Equity Shares (₹ in Million) 235.77 842.22 -
Interim Dividend Declared Rate (In %) 25% 90% -
Final Dividend on Equity Shares (₹ per Equity Share) 1.20 0.55 -
Final dividend on Equity Shares (₹ in million) 1,131.72 515.23 -
Final Dividend Declared Rate (In %) 120% 55% -
Revaluation of assets
Our Company has not revalued its assets in the last three years.
Mechanism for redressal of investor grievances
The Registrar Agreement dated November 15, 2021 between the Registrar to the Issue and our Company will provide for
retention of records with the Registrar to the Issue for a period of at least eight years from the last date of dispatch of the
Allotment Advice, demat credit and refund through unblocking to enable the investors to approach the Registrar to the
Issue for redressal of their grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the Applicant, number of NCDs applied for, amount paid on application and the bank branch or collection centre where
the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either (a) the
relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the
concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application
submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full details such as name, address of
Applicant, Application Form number, series applied for, number of NCDs applied for, amount blocked on Application.
All grievances related to the UPI process may be addressed to the Stock Exchanges, which shall be responsible for
addressing investor grievances arising from applications submitted online through the App based/ web interface platform
of stock exchanges or through their Trading Members. The Intermediaries shall be responsible for addressing any investor
grievances arising from the applications uploaded by them in respect of quantity, price or any other data entry or other
errors made by them.
The contact details of Registrar to the Issue are as follows:
KFIN TECHNOLOGIES LIMITED

Selenium Tower B,
Plot 31-32, Gachibowli,
Financial District, Nanakramguda,
Serilingampally, Hyderabad 500 032, Telangana
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
The Registrar shall endeavour to redress complaints of the investors within three (3) days receipt of the complaint during
the currency of this MoU and continue to do so during the period it is required to maintain records under the RTA
Regulations and our Company shall extend necessary co-operation to the Registrar for its complying with the said
regulations. However, the Registrar shall ensure that the time taken to redress investor complaints does not exceed seven
(7) days from the date of receipt of complaint. The Registrar shall provide a status report of investor complaints and
grievances on a quarterly basis to our Company. Similar status reports should also be provided to our Company as and
when required by our Company.
226
The details of the person appointed to act as Company Secretary and Compliance Officer for the purposes of the Issue
are set out below:
Mr. Tarun Khurana

Company Secretary and Compliance Officer
Edelweiss House, Off C.S.T. Road
Kalina, Mumbai 400 098, Maharashtra, India
Tel: +91 22 4009 4400
Fax: +91 22 4086 3610
Investors may contact the Registrar to the Issue or the Compliance Officer in case of any pre-issue or post Issue related
issues such as non-receipt of Allotment Advice, demat credit, etc.
Details of Auditor to the Issuer:
Name of the Auditor Address Auditor since

S. R. Batliboi & Co. LLP, 12th Floor, The Ruby, July 26, 2018
Chartered Accountants 29 Senapati Bapat Marg
Dadar (West), Mumbai 400 028
Maharashtra, India
Change in auditors of our Company during the last three years
There has been no change in the auditors of our Company during the last three years from the date of this Tranche II
Prospectus.
Pre-Issue Advertisement
Our Company will issue a statutory advertisement in compliance with Regulation 30(1) of the SEBI NCS Regulations
on or before the Tranche II Issue Opening Date of this Issue. The Advertisement will contain the information as prescribed
under the SEBI NCS Regulations and Section 30 of the Companies Act. Material updates, if any, between the date of
filing of this Tranche II Prospectus with the ROC and the date of the release of the statutory advertisement will be included
in the statutory advertisement.
Auditors’ Remarks
Other than as disclosed in the chapter titled “Risk Factors”, on page 17, there are no reservations or qualifications or
adverse remarks in the financial statements of our company in the last three Fiscals immediately preceding this Tranche
II Prospectus.
Trading
The Equity shares of our Company are listed on NSE and BSE.
Caution
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring or subscribing for, its
securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of securities to him, or any other
person in a fictitious name shall be liable for action under section 447.”
227
Disclaimer in respect of Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Mumbai, India.
228
SECTION VII – ISSUE RELATED INFORMATION
ISSUE STRUCTURE
The key common terms and conditions of the NCDs / term sheet are as follows:
Issuer Edelweiss Financial Services Limited

Type of instrument Secured, redeemable, non-convertible debentures
Seniority Senior
Nature of the Instrument Secured, redeemable, non-convertible debentures
Mode of the Issue Public Issue
Lead Manager Equirus Capital Private Limited
Debenture Trustee Beacon Trusteeship Limited
Depositories NSDL and CDSL
Registrar KFIN Technologies Limited
Tranche II Issue Public issue by our Company of secured redeemable non-convertible debentures of
face value of ₹ 1,000 each for an amount aggregating up to ₹ 10,000 million (“Shelf
Limit”).
Tranche II Issue Size Public Issue by the Company of secured redeemable non-convertible debentures of
face value of ₹ 1,000 each (“NCDs”) for an amount aggregating up to ₹2,000 million,
with an option to retain over-subscription up to ₹2,000 million, aggregating up to
₹4,000 million, on the terms and in the manner set forth herein.
Minimum Subscription Minimum subscription is 75% of the Base Issue, i.e., ₹ 2,000 million.
Base Issue Size ₹ 2,000 million
Option to Retain Up to ₹ 2,000 million.
Oversubscription Amount
Eligible Investors Please refer to the section titled “Issue Procedure – Who can apply?” on page 254.
Objects of the Issue Please refer to the section titled “Objects of the Issue” on page 71.
Details of Utilization of the Please refer to the section titled “Objects of the Issue” on page 71.
Proceeds
Interest Rate on each category See “Terms of the Issue - Interest and Payment of Interest” on page 243.
of investor
Step up/ Step Down Interest NA
rates
Interest type Fixed
Interest reset process NA
Frequency of interest payment See “Terms of the Issue - Interest and Payment of Interest” on page 243.
Interest payment date See “Terms of the Issue - Interest and Payment of Interest” on page 243.
Day count basis Actual / Actual
Interest on application money NA
Default Interest rate Our Company shall pay interest, over and above the agreed coupon rate, in connection
with any delay in allotment, refunds, listing, dematerialized credit, execution of
Debenture Trust Deed, payment of interest, redemption of principal amount beyond
the time limits prescribed under applicable statutory and/or regulatory requirements,
at such rates as stipulated/ prescribed under applicable laws.
Our Company shall pay at least two percent per annum to the debenture holder, over
and above the agreed coupon rate, till the execution of the trust deed if our Company
fails to execute the trust deed within such period as prescribed under applicable law.
Tenor See “Terms of the Issue - Interest and Payment of Interest” on page 243
Redemption Date See “Issue Structure - Specific terms for NCDs” beginning on page 232.
Redemption Amount See “Issue Structure - Specific terms for NCDs” beginning on page 232.
Redemption Premium/Discount See “Issue Structure - Specific terms for NCDs” beginning on page 232.
Face Value ₹ 1,000 per NCD
Issue Price ₹ 1,000 per NCD
Discount at which security is NA
issued and the effective yield as
a result of such discount
Put date NA
229
Put price NA
Call date NA
Call price NA
Put notification time NA
Call notification time NA
Minimum Application size and ₹ 10,000 (10 NCD) and in multiple of ₹ 1,000 (1 NCD) thereafter
in multiples of NCD thereafter
Market Lot / Trading Lot The market lot will be 1 Debenture (“Market Lot”). Since the Debentures are being
issued only in dematerialized form, the odd lots will not arise either at the time of
issuance or at the time of transfer of debentures.
Pay-in date Application Date. The entire Application Amount is payable on Application
Credit Ratings The NCDs proposed to be issued under this Tranche II Issue have been rated “CRISIL
AA-/Negative (pronounced as CRISIL double A minus rating with Negative
outlook)” for an amount of ₹ 10,000 million by CRISIL vide their rating letter dated
October 22, 2021 and revalidated vide letter dated November 16, 2021, further
revalidated as on July 12, 2022 and further revalidated as on August 19, 2022 and
“ACUITE AA-/ Negative (pronounced as ACUITE double A minus)” for an amount
of ₹19,000 million by Acuité vide their rating letter dated October 20, 2021 and
revalidated vide letter dated November 17, 2021 and further revalidated as on
September 19, 2022.
Listing The NCDs are proposed to be listed on BSE. The NCDs shall be listed within six
Working Days from the date of Issue Closure. BSE has been appointed as the
Designated Stock Exchange.
Depository NSDL and CDSL
Modes of payment Please see “Issue Structure – Terms of Payment” on page 234.
Issuance mode of the In dematerialised form only
Instrument*
Trading mode of the In dematerialised form only
instrument*
Tranche II Issue Opening Date October 3, 2022
Tranche II Issue Closing Date October 17, 2022
Issue Timing This Tranche II Issue shall remain open for subscription on Working Days from 10
a.m. to 5 p.m. (Indian Standard Time) during the period indicated above, except that
this Tranche II Issue may close on such earlier date or extended date as may be
decided by the Board of Directors of our Company or the Debenture Fund Raising
Committee, thereof, subject to relevant approvals. In the event of an early closure or
extension of this Tranche II Issue; our Company shall ensure that notice of the same
is provided to the prospective investors through an advertisement in a daily national
newspaper with wide circulation and a regional daily at the place where the registered
office of the Company is situated on or before such earlier or extended date of
Tranche II Issue closure. Applications Forms for this Tranche II Issue will be
accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted
by BSE, on Working Days during the Tranche II Issue Period. On the Tranche II Issue
Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00
p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as
may be permitted by BSE. Further, pending mandate requests for bids placed on the
last day of bidding will be validated by 5 PM on one Working Day after the Tranche
II Issue Closing Date.
Record date 15 (fifteen) days prior to the relevant interest payment date, relevant Redemption
Date for NCDs issued under this Prospectus. In case of redemption of NCDs, the
trading in the NCDs shall remain suspended between the record date and the date of
redemption. In event the Record Date falls on a Sunday or holiday of Depositories,
the succeeding working day or a date notified by the Company to the stock exchange
shall be considered as Record Date.
Settlement mode of instrument Redemption
All covenants of the Issue As mentioned in the Debenture Trust Deed
(including side letters,
accelerated payment clause,
etc.)
230
Description regarding security The principal amount of the NCDs to be issued in terms of the Shelf Prospectus and
(where applicable) including this Tranche II Prospectus together with all interest due and payable on the NCDs,
type of security (movable/ thereof shall be secured by way of exclusive charge in favour of the Debenture
immovable/ tangible etc.) type Trustee on an immovable property and/or future receivables of our Company, will be
of charge (pledge/ created in favour of the Debenture Trustee, as specifically set out in and fully
hypothecation/ mortgage etc.), described in the Debenture Trust Deed, except those receivables specifically and
date of creation of security/ exclusively charged in favour of certain existing charge holders, such that a security
likely date of creation of cover of atleast 100% of the outstanding principal amounts of the NCDs and interest
security, minimum security thereon is maintained at all time until the Maturity Date. We undertake that the assets
cover, revaluation, replacement on which the charge is proposed to be created are free from any encumbrances. For
of security, interest of the further details on date of creation of security/likely date of creation of security,
debenture holder over and minimum security cover etc., please refer to the “Terms of the Issue – Security” on
above the coupon rate as page 236.
specified in the Debenture
Trust Deed and disclosed the
Draft Shelf Prospectus and this
Tranche II Prospectus %
Issue/ Transaction documents The Draft Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus read
with any notices, corrigenda, addenda thereto, the Debenture Trust Deed and other
documents, if applicable, and various other documents/ agreements/ undertakings,
entered or to be entered by our Company with Lead Manager and/or other
intermediaries for the purpose of this Tranche II Issue including but not limited to the
Issue Agreement, Debenture Trust Deed, the Debenture Trustee Agreement, the
Tripartite Agreements, the Public Issue Account and Sponsor Bank Agreement, the
Registrar Agreement and the Lead Broker Agreement. For further details, please refer
to “Material Contracts and Documents for Inspection” on page 286.
Condition precedent to Other than the conditions specified in the SEBI NCS Regulations, there are no
disbursement conditions precedents to disbursement.
Condition subsequent to the Other than the conditions specified in the SEBI NCS Regulations, there are no
disbursement conditions subsequent to disbursement.
Events of default (including Please refer to the section titled “Terms of the Issue – Events of Default” on page 237.
manner of voting/conditions of
joining Inter Creditor
Agreement)
Creation of recovery expense Our Company has already created a recovery expense fund in the manner as specified
fund by SEBI in circular no. SEBI/HO/MIRSD/CRADT/CIR/P/2020/207 dated October
22, 2020, as amended from time to time and Regulation 11 of the SEBI NCS
Regulations with the Designated Stock Exchange and informed the Debenture
Trustee regarding the creation of such fund. The recovery expense fund may be
utilised by Debenture Trustee, in the event of default by our Company under the terms
of the Debenture Trust Deed, for taking appropriate legal action to enforce the
security.
Conditions for breach of Upon occurrence of any default in the performance or observance of any term,
covenants (as specified in covenant, condition or provision contained in the summary term sheet, the Debenture
Debenture Trust Deed) Trustee shall take necessary actions as mentioned in the Debenture Trust Deed and
this Tranche II Prospectus
Deemed date of Allotment The date on which the Board of Directors/or the Debenture Fund Raising Committee
approves the Allotment of the NCDs for this Tranche II Issue or such date as may be
determined by the Board of Directors/ or the Debenture Fund Raising Committee
thereof and notified to the Designated Stock Exchange.
The actual Allotment of NCDs may take place on a date other than the Deemed Date
of Allotment. All benefits relating to the NCDs including interest on NCDs shall be
available to the Debenture holders from the Deemed Date of Allotment.
Roles and responsibilities of Please see section titled “Terms of the Issue - Trustees for the NCD Holders” on page
the Debenture Trustee 237.
Risk factors pertaining to the Please see section titled “Risk Factors” on page 17.
Issue
Provisions related to Cross NA
Default Clause
231
Governing law and The governing law and jurisdiction for the purpose of this Tranche II Issue shall be
Jurisdiction Indian law, and the competent courts of jurisdiction in Mumbai, India, respectively
Working day convention If the Interest Payment Date falls on a day other than a Working Day, the interest
payment shall be made by our Company on the immediately succeeding Working
Day and calculation of such interest payment shall be as per original schedule as if
such Interest Payment Date were a Working Day. Further, the future Interest Payment
Dates shall remain intact and shall not be changed because of postponement of such
interest payment on account of it failing on a non-Working Day.
If Redemption Date (also being the last Interest Payment Date) falls on a day that is
not a Working Day, the Redemption Amount shall be paid by our Company on the
immediately preceding Working Day along with interest accrued on the NCDs until
but excluding the date of such payment. The interest /redemption payments shall be
made only on the days when the money market is functioning in Mumbai.
Notes:
* If there is any change in Coupon Rate pursuant to any event including elapse of certain time period, then such new
Coupon Rate and events which lead to such change should be disclosed to the Stock Exchange.
*In terms of Regulation 7 of the SEBI NCS Regulations, our Company will undertake this public issue of the NCDs in
dematerialised form. Trading in NCDs shall be compulsorily in dematerialized form.
*For the list of documents executed/ to be executed, please see “Material Contracts and Documents For Inspection” on
page 286.
While the NCDs are secured to the tune of 100% of the principal and interest thereon in favour of Debenture Trustee, it
is it the duty of the Debenture Trustee to monitor the security is maintained, however, the possibility of recovery of 100%
of the amount shall depend on the market scenario prevalent at the time of enforcement of the security.
The proposed NCDs shall be considered as secured only if the charged asset is registered with Sub-registrar and Registrar
of Companies or CERSAI or Depository etc., as applicable, or is independently verifiable by the debenture trustee.
Please refer to Schedule D for details pertaining to the cash flows of the Company in accordance with the SEBI
Operational Circular.
Specific terms for NCDs
Series I II III IV* V VI VII VIII IX X

Frequency of Annual Cumulati Monthl Annual Cumulative Monthly Annual Cumulati Monthl Annual
Interest Payment ve y ve y
Minimum ₹ 10,000 (10 NCDs) across all Series
Application
Face Value/ Issue ₹1,000
Price of NCDs (₹/
NCD)
In Multiples of ₹ 1,000 (1 NCD)
thereafter (₹)
Tenor 24 24 36 36 36 60 60 60 120 120
months months months months months months months months months months
Coupon (% per 8.85% NA 8.90% 9.25% NA 9.35% 9.75% NA 9.65% 10.10%
annum) for NCD
Holders in
Category I, II, III
& IV
Effective Yield 8.84% 8.85% 9.27% 9.24% 9.25% 9.75% 9.74% 9.75% 10.08% 10.09%
(per annum) for
NCD Holders in
Category I, II, III
& IV
Mode of Interest Through various mode available
Payment
232
Amount (₹ / ₹1,000 ₹1,185 ₹1,0 ₹1,00 ₹1,304.30 ₹1,000 ₹1,00 ₹1,592. ₹1,00 ₹1,000
NCD) on .10 00 0 0 75 0
Maturity for NCD
Holders in
Category I, II, III
& IV
Maturity / 24 24 36 36 36 60 60 60 120 120
Redemption Date months month mon month months months mont months mont months
(Years from the s ths s hs hs
Deemed Date of
Allotment)
Put and Call NA NA NA NA NA NA NA NA NA NA
Option
*Our Company shall allocate and allot Series IV NCDs wherein the Applicants have not indicated the choice of the relevant
NCD Series.
1.
With respect to Series where interest is to be paid on an annual basis, relevant interest will be paid on each
anniversary of the Deemed Date of Allotment on the face value of the NCDs. The last interest payment under annual
Series will be made at the time of redemption of the NCDs.
2.
With respect to Series where interest is to be paid on monthly basis, relevant interest will be paid on the first date
of every month on the face value of the NCDs. The last interest payment under annual Series will be made at the
time of redemption of the NCDs.
3.
Subject to applicable tax deducted at source, if any.
4.
Please refer to Annexure D for details pertaining to the cash flows of the Company in accordance with the SEBI
Operational circular.
All Category of Investors in the proposed Issue who are also holders of NCD(s)/Bond(s) previously issued by our
Company, and/ or ECL Finance Limited, Edelweiss Broking Limited, Edelweiss Retail Finance Limited, Edelweiss
Housing Finance Limited and Nuvama Wealth Finance Limited (formerly known as Edelweiss Finance & Investments
Limited) as the case may be, and/or are equity shareholder(s) of the Company as the case may be, on the Deemed Date
of Allotment and applying in Series I, Series III, Series IV, Series VI, Series VII, Series IX and/or Series X shall be
eligible for additional incentive of 0.20% p.a. provided the NCDs issued under the proposed Issue are held by the investors
on the relevant Record Date applicable for payment of respective coupons, in respect of Series I, Series III, Series IV,
Series VI, Series VII, Series IX and/or Series X.
For all Category of Investors in the proposed Issue who are also holders of NCD(s)/Bond(s) previously issued by our
Company, and/ or ECL Finance Limited, Edelweiss Broking Limited, Edelweiss Retail Finance Limited, Edelweiss
Housing Finance Limited and Nuvama Wealth Finance Limited (formerly known as Edelweiss Finance & Investments
Limited) as the case may be, and/or are equity shareholder(s) of the Company as the case may be, on the Deemed Date
of Allotment applying in Series II, Series V and/or VIII, the maturity amount at redemption along with the additional
yield would be ₹ 1,189.50 per NCD, ₹ 1,311.45 per NCD and/or ₹ 1,607.30 per NCD respectively provided the NCDs
issued under the proposed Issue are held by the investors on the relevant Record Date applicable for redemption in respect
of Series II, Series V and/or Series VIII.
The additional incentive will be maximum of 0.20% p.a. for all Category of Investors in the proposed Issue, who are also
holders of NCD(s)/Bond(s) previously issued by our Company, and/ or ECL Finance Limited, Edelweiss Broking
Limited, Edelweiss Housing Finance Limited, Edelweiss Retail Finance Limited and Nuvama Wealth Finance Limited
(formerly known as Edelweiss Finance & Investments Limited) as the case may be, and/or are equity shareholder(s) of
the Company as the case may be, on the deemed date of allotment.
On any relevant Record Date, the Registrar and/or our Company shall determine the list of the Primary holder(s) of this
Issue and identify such Investor/ NCD Holders, (based on their DP identification and /or PAN and/or entries in the
Register of NCD Holders) and make the requisite payment of additional incentive.
The additional incentive will be given only on the NCDs allotted in this Issue i.e., to the Primary holder(s). In case if any
NCD is bought/acquired from secondary market or from open market, additional incentive will not be paid on such
bought/acquired NCD.
233
In case the Primary holder(s) sells/gifts/transfer any NCDs allotted in this Issue, additional incentive will not be paid on
such sold/gifted/transferred NCD except in case where NCDs are transferred to the Joint holder/Nominee in case of death
of the primary holder.
Terms of payment
The entire face value per NCDs applied for will be blocked in the relevant ASBA Account maintained with the SCSB or
under UPI mechanism (only for Retail Individual Investors), as the case may be, in the bank account of the Applicants
that is specified in the ASBA Form at the time of the submission of the Application Form. In the event of Allotment of a
lesser number of NCDs than applied for, our Company shall unblock the additional amount blocked upon application in
the ASBA Account, in accordance with the terms of the Shelf Prospectus and this Tranche II Prospectus.
Participation by any of the above-mentioned Investor classes in this Tranche II Issue will be subject to applicable statutory
and/or regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the
investment limits or maximum number of NCDs that can be held by them under applicable statutory and/or regulatory
provisions.
The NCDs have not been and will not be registered, listed or otherwise qualified in any jurisdiction outside India and
may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction. In particular, the NCDs have not been and will not be registered under the
U.S. Securities Act, 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities laws. The Issuer has not registered and does
not intend to register under the U.S. Investment Company Act, 1940 in reliance on Section 3(c)(7) thereof. This Tranche
II Prospectus may not be forwarded or distributed to any other person and may not be reproduced in any manner
whatsoever, and in particular, may not be forwarded to any U.S. Person or to any U.S. address.
Applications may be made in single or joint names (not exceeding three). Applications should be made by Karta in case
the Applicant is an HUF. If the Application is submitted in joint names, the Application Form should contain only the
name of the first Applicant whose name should also appear as the first holder of the depository account held in joint
names. If the depository account is held in joint names, the Application Form should contain the name and PAN of the
person whose name appears first in the depository account and signature of only this person would be required in the
Application Form.
This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to
this effect in the Application Form. Please ensure that such Applications contain the PAN of the HUF and not of the
Karta.
In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will
be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned
therein.
Day Count Convention
Interest shall be computed on an actual/actual basis i.e., on the principal outstanding on the NCDs as per the SEBI
Effect of holidays on payments
If the date of payment of interest does not fall on a Working Day, then the interest payment will be made on succeeding
Working Day, however the calculation for payment of interest will be only till the originally stipulated Interest Payment
Date. The dates of the future interest payments would be as per the originally stipulated schedule. Payment of interest
will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-enactment thereof for
the time being in force. In case the Redemption Date (also being the last Interest Payment Date) does not fall on a Working
Day, the payment will be made on the immediately preceding Working Day, along with coupon/interest accrued on the
NCDs until but excluding the date of such payment.
234
Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory Permissions /
consents/approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to this
Tranche II Issue.
For further details, see the section titled “Issue Procedure” on page 253.
235
TERMS OF THE ISSUE
Authority for the Issue
The Board subsequently approved the issuance of NCDs of face value ₹ 1,000 (Indian Rupees One Thousand only) each
for an amount of ₹2,000 million (“Base issue size”) with an option to retain oversubscription up to ₹ 2,000 million
aggregating up to ₹4,000 million (“Tranche II Issue”) which is within the shelf limit of 10,000 million (“Shelf Limit”).
Further, the present borrowing is within the borrowing limits of ₹ 100,000 million under Section 180(1)(c) of the
Companies Act, 2013 duly approved by the members of our Company by way of postal ballot on September 10, 2014.
Principal Terms & Conditions of the Issue
The NCDs being offered as part of this Tranche II Issue are subject to the provisions of the SEBI NCS Regulations, the
Act, the Memorandum and Articles of Association of our Company, the terms of the Shelf Prospectus, this Tranche II
Prospectus, the Abridged Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Agreement
and the Debenture Trust Deed, other applicable statutory and/or regulatory requirements including those issued from time
to time by SEBI/ the Government of India/ BSE, RBI, and/or other statutory/regulatory authorities relating to the offer,
issue and listing of securities and any other documents that may be executed in connection with the NCDs.
Ranking of NCDs
The NCDs would constitute secured obligations of ours and shall rank pari passu inter se, and subject to any obligations
under applicable statutory and/or regulatory requirements, shall also, with regard to the amount invested, thereof shall be
secured by way of be secured by way of exclusive charge in favour of the Debenture Trustee on an immovable property
and/or future receivables of our Company, will be created in favour of the Debenture Trustee, as specifically set out in
and fully described in the Debenture Trust Deed, except those receivables specifically and exclusively charged in favour
of certain existing charge holders, such that a security cover of atleast 100% of the outstanding principal amounts of the
NCDs and interest thereon is maintained at all time until the Maturity Date. We undertake that the assets on which the
charge is proposed to be created are free from any encumbrances. The NCDs proposed to be issued under this Tranche
II and all earlier issues of debentures outstanding in the books of our Company having corresponding assets as security,
shall rank pari passu without preference of one over the other except that priority for payment shall be as per applicable
date of redemption.
Our Company is required to obtain permissions or consents from the existing creditors for proceeding with this Issue.
Since the proposed issue shall be secured by way of an exclusive charge, pursuant to SEBI Circular no.
SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated November 3, 2020, our Company undertakes, inter alia, that the assets
on which charge or security is created are free from any encumbrances.
Security
The principal amount of the NCDs to be issued in terms of the Shelf Prospectus and this Tranche II Prospectus
together with all interest due and payable on the NCDs, thereof shall be secured by way of exclusive charge in favour of
the Debenture Trustee on an immovable property and/or future receivables of our Company, will be created in favour of
the Debenture Trustee, as specifically set out in and fully described in the Debenture Trust Deed, except those receivables
specifically and exclusively charged in favour of certain existing charge holders, such that a security cover of atleast
100% of the outstanding principal amounts of the NCDs and interest thereon is maintained at all time until the Maturity
Date. We undertake that the assets on which the charge is proposed to be created are free from any encumbrances.
Our Company will enter into an indenture/deed with the Debenture Trustee, (“Debenture Trust Deed”) terms of which
govern the powers, authorities and obligations of the Debenture Trustee. Our Company proposes to complete the
execution and registration of the Debenture Trust Deed within the stipulated timeframe and shall utilize the funds only
after the stipulated security has been created. Under the terms of the Debenture Trust Deed, our Company will covenant
with the Debenture Trustee that it will pay the NCD Holders the principal amount on the NCDs on the relevant redemption
date and also that it will pay the interest due on NCDs on the rate specified in the respective Tranche Prospectus(es) and
in the Debenture Trust Deed. The Debenture Trust Deed will also provide that our Company may withdraw any portion
of the security and replace with another asset of the same or a higher value and shall ensure that the minimum security
cover shall be maintained until the redemption of the NCDs.
236
Debenture Redemption Reserve
In accordance with recent amendments to the Companies Act, 2013, and the Companies (Share Capital & Debentures)
Rules 2014, read with Rule 16 of the SEBI NCS Regulations, a listed company that intends to issue debentures to the
public are no longer required to create a DRR for the purpose of redemption of debentures. Pursuant to the amendment
to the Companies (Share Capital & Debentures) Rules 2014, notified on August 16, 2019, and as on the date of filing of
this Tranche II Prospectus, our Company is not required to create DRR for the purpose of redemption of the NCDs.
Accordingly, no debenture redemption reserve shall be created by our Company for the purpose of redemption of the
NCDs or in connection with this Tranche II Issue. Our Company shall, as per the Companies (Share Capital &
Debentures) Rules 2014 and other laws applicable from time to time, invest or deposit, as the case may be, the applicable
amounts, within the specified timelines, in respect of debentures maturing during the year ending on the 31 st day of March
of the next year, in any one or more methods of investments or deposits stipulated under the applicable law. Provided
that the amount remaining invested or deposited, as the case may be, shall not at any time fall below the specified
percentage, which is presently stipulated at 15% (fifteen percent) of the amount of the debentures maturing during the
year ending on March 31 of the next year, in any of the following instruments or such other instruments as may be
permitted under the applicable laws.
1. in deposits with any scheduled bank, free from any charge or lien;
2. in unencumbered securities of the Central Government or any State Government;
3. in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882;
4. in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the
Indian Trusts Act, 1882:
Provided further that the amount invested or deposited as above shall not be used for any purpose other than for
redemption of debentures maturing during the year referred above.
Face Value
The face value of each NCD shall be ₹1,000.
Trustees for the NCD Holders
Our Company has appointed Beacon Trusteeship Limited to act as the Debenture Trustee for the NCD Holders in terms
of Regulation 8 of the SEBI NCS Regulations and Section 71 (5) of the Companies Act, 2013 and the rules prescribed
thereunder. Our Company and the Debenture Trustee will execute a Debenture Trust Deed, inter alia, specifying the
powers, authorities and obligations of the Debenture Trustee and us. The NCD Holder(s) shall, without further act or
deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of its agents or authorized
officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may
in its absolute discretion deem necessary or require to be done in the interest of the NCD Holder(s). Any payment made
by us to the Debenture Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s).
The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely
payment of interest and repayment of principal and they will take necessary action at our cost.
We and the Debenture Trustee will execute a Debenture Trust Deed, inter alia, specifying the powers, authorities and
obligations of the Debenture Trustee and us. The NCD Holder(s) shall, without further act or deed, be deemed to have
irrevocably given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts,
deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion
deem necessary or require to be done in the interest of the NCD Holder(s). Any payment made by us to the Debenture
Trustee on behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s).
The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to timely
payment of interest and repayment of principal and they will take necessary action.
Events of Default (including manner of voting/conditions of joining Inter Creditor Agreement)
Subject to the terms of the Debenture Trust Deed, the Debenture Trustee at its discretion may, or if so requested in writing
by the holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of a special resolution,
passed at a meeting of the NCD Holders, (subject to being indemnified and/or secured by the NCD Holders to its
satisfaction), give notice to our Company specifying that the NCDs and/or any particular series of NCDs, in whole but
237
not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the
events listed below occurs. The description below is indicative and a complete list of events of default and its
consequences will be specified in the Debenture Trust Deed.
Indicative list of Events of Default:
(i) default in redemption of the debentures together with redemption premium, if any, interest accrued thereon as and
when the same shall have become due and payable or payment of any other amounts in terms of the Debenture
Trust Deed;
(ii) default is committed in payment of the principal amount of the NCDs on the due date(s);
(iii) default is committed in payment of any interest on the NCDs on the due date(s);
(iv) Default is committed in the performance of any other covenants, conditions or agreements on the part of the
Company under the Debenture Trust Deed or the other Transaction Documents or deeds entered into between the
Company and the Debenture Holder(s)/ Beneficial Owner(s)/ Debenture Trustee and such default shall have
continued for a period of thirty (30) days after notice in writing thereof been given to the Company by the
Debenture Holder(s)/ Beneficial Owner(s)/ Debenture Trustee for remedying such default;
(v) Default is committed if any information given to the Company in the Shelf Prospectus, this Tranche II Prospectus,
the Transaction Documents and/or other information furnished and/or the representations and warranties
given/deemed to have been given by the Company to the Debenture Holder(s)/ Beneficial Owner(s) for financial
assistance by way of subscription to the Debenture is or proves to be misleading or incorrect in any material respect
or is found to be incorrect;
(vi) Default is committed if the Company is unable to or admits in writing its inability to pay its debts as they mature
or proceedings for taking it into liquidation have been admitted by any competent court;
(vii) The Company has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or
insolvency law or suffered any action to be taken for its reorganisation, liquidation or dissolution;
(viii) Default is committed if any extraordinary circumstances have occurred which makes it impossible for the
Company to fulfil its obligations under the Debenture Trust Deed and/or the Debentures; If the Company is unable
to pay its debts
(ix) The Company ceases to carry on its business or gives notice of its intention to do so;
(x) If it is certified by an accountant or a firm of accountants appointed by the Debenture Trustee that the liabilities of
the Company exceed its assets;
(xi) Default is committed if any of the necessary clearances required or desirable in relation to the Company or the
Debentures in accordance with any of the Transaction Documents is not received or is revoked or terminated,
withdrawn, suspended, modified or withheld or shall cease to be in full force and effect which shall, in the
reasonable opinion of Debenture Holder(s)/ Beneficial Owner(s), have material adverse effect on the Company or
the Debentures;
(xii) Default is committed if the company enters into any arrangement or composition with its creditors or commits any
acts of insolvency or winding up of the Company;
(xiii) If the Company files a petition for reorganisation, arrangement, adjustment, winding up or composition of debts
of the Company or have been admitted or makes an assignment for the benefit of its creditors generally and such
proceeding (other than a proceeding commenced voluntarily by the Company is not stayed, quashed or dismissed);
(xiv) If the Company is adjudged insolvent or takes advantage of any law for the relief of insolvent debtors;
(xv) If it becomes unlawful for the company to perform any of its obligations under any transaction document;
(xvi) Default is committed if the occurrence of any event or condition which in the Debenture Trustee/ Beneficial
Owner(s) reasonable opinion can constitute a material adverse effect;
238
(xvii) Any security created at any time, any circumstance or event occurs which is prejudicial to or impairs or imperils
or jeopardize or endangers any hypothecated properties or any part thereof or any event occurs which causes the
Debenture Deed or any related agreement to become ineffective;
(xviii) Any security created at any time, without prior written consent of the Debenture Trustee or unless otherwise
provided for in the Debenture Trust Deed, the Company, attempts or purports to create any charge, mortgage,
pledge, hypothecation, lien or other encumbrance over any of the hypothecated properties; and
Any other event described as an Event of Default in the Disclosure Documents/ Shelf Prospectus, this Tranche II
Prospectus and the Transaction Documents. In accordance with the circular
(SEBI/HO/MIRSD/CRADT/CIR/P/2020/203) dated October 13, 2020 issued by SEBI on “Standardisation of procedure
to be followed by Debenture Trustee(s) in case of ‘Default’ by Issuers of listed debt securities”, post the occurrence of a
“default”, the consent of the NCD Holders for entering into an inter-creditor agreement (the “ICA”)/enforcement of
security shall be sought by the debenture trustee after providing a notice to the investors in the manner stipulated under
applicable law. Further, the meeting of the NCD Holders shall be held within the period stipulated under applicable law.
In case(s) where majority of investors express their consent to enter into the ICA, the debenture trustee shall enter into
the ICA on behalf of the investors upon compliance with the conditions as stipulated in the abovementioned circular. In
case consents are not received for signing the ICA, the debenture trustee shall take further action, if any, as per the
decision taken in the meeting of the investors. The consent of the majority of investors shall mean the approval of not
less than 75% of the investors by value of the outstanding debt and 60% of the investors by number at the ISIN level.
Regulation 51 read with the Explanation to Clause A (11) in Part B of Schedule III of the SEBI Listing Regulations,
defines ‘default’ as non-payment of interest or principal amount in full on the pre-agreed date which shall be recognized
at the first instance of delay in the servicing of any interest or principal on debt.
It is hereby confirmed, in case of an occurrence of a “default”, the Debenture Trustee shall abide and comply with the
procedures mentioned in the abovementioned circular (SEBI/HO/MIRSD/CRADT/CIR/P/2020/203) dated October 13,
2020 issued by SEBI.
NCD Holder not a Shareholder
The NCD Holders will not be entitled to any of the rights and privileges available to the equity and/or preference
shareholders of our Company, except to the extent of the right to receive the annual reports of our Company and such
other rights as may be prescribed under the Companies Act, 2013 and the rules prescribed thereunder and the SEBI
Listing Regulations.
Rights of NCD Holders
Some of the significant rights available to the NCD Holders are as follows:
1. The NCDs shall not, except as provided in the Companies Act, 2013, our Memorandum and Articles of Association
and/or the Debenture Trust Deed, confer upon the holders thereof any rights or privileges available to our
Company’s members/shareholders including, without limitation, the right to attend and/or vote at any general
meeting of our Company’s members/shareholders. However, if any resolution affecting the rights attached to the
NCDs is to be placed before the members/shareholders of our Company, the said resolution will first be placed
before the concerned registered NCD Holders for their consideration.
2. In terms of Section 136 (1) of the Companies Act, 2013, holders of NCDs shall be entitled to a copy of the balance
sheet and copy of trust deed at the Registered Office of our Company during business hours.
3. Subject to the above and the applicable statutory/regulatory requirements and terms of the Debenture Trust Deed,
including requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be varied,
modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding
amount of the NCDs or with the sanction of a special resolution passed at a meeting of the concerned NCD Holders,
provided that nothing in such consent or resolution shall be operative against us, where such consent or resolution
modifies or varies the terms and conditions governing the NCDs, if the same are not acceptable to us.
4. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust Deed, the registered NCD
Holder or in case of joint-holders, the one whose name stands first in the register of debenture holders shall be
entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned NCD Holders
239
and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights on every
resolution placed before such meeting of the NCD Holders shall be in proportion to the outstanding nominal value
of NCDs held by him/her.
5. The NCDs are subject to the provisions of the SEBI NCS Regulations, the Companies Act, 2013, the Memorandum
and Articles of Association of our Company, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, this
Tranche II Prospectus, the Application Forms, the terms and conditions of the Debenture Trust Deed, requirements
of the RBI, other applicable statutory and/or regulatory requirements relating to the issue and listing, of securities
and any other documents that may be executed in connection with the NCDs.
6. For the NCDs issued in dematerialized form, the Depositories shall also maintain the upto date record of holders of
the NCDs in dematerialized Form. For NCDs in dematerialized form, all interest and principal sums becoming due
and payable in respect of the NCDs will be paid to the person for the time being appearing in the register of beneficial
owners of the Depository. In terms of Section 88(3) of the Companies Act, 2013, the register and index of beneficial
of NCDs maintained by a Depository for any NCDs in dematerialized form under Section 11 of the Depositories
Act shall be deemed to be a Register of NCD Holders for this purpose. The same shall be maintained at the registered
office of our Company under Section 94 of the Companies Act, 2013 unless the same has been moved to another
location after obtaining the consent of the NCD holders.
7. Subject to compliance with RBI requirements, the NCDs can be rolled over only with the consent of the holders of
at least 75% of the outstanding amount of the NCDs after providing 15 days prior notice for such roll over and in
accordance with the SEBI NCS Regulations. Our Company shall redeem the debt securities of all the debt securities
holders, who have not given their positive consent to the roll-over. The roll-over of NCDs shall be as per regulation
39 of the SEBI NCS Regulations.
The aforementioned rights of the NCD holders are merely indicative. The final rights of the NCD holders will be as per
the terms of the Shelf Prospectus, this Tranche II Prospectus and the Debenture Trust Deed.
Nomination facility to NCD Holder
In accordance with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rule 19”) read with the
applicable provisions of the Companies Act, 2013, the sole NCD holder, or first NCD holder, along with other joint NCD
Holders’ (being individual(s)), may nominate, in the Form No. SH.13, any one person with whom, in the event of the
death of Applicant the NCDs were Allotted, if any, will vest. Where the nomination is made in respect of the NCDs held
by more than one person jointly, all joint holders shall together nominate in Form No.SH.13 any person as nominee. A
nominee entitled to the NCDs by reason of the death of the original holder(s), will, in accordance with Rule 19 and
Section 56 of the Companies Act, 2013, be entitled to the same benefits to which he or she will be entitled if he or she
were the registered holder of the NCDs. Where the nominee is a minor, the NCD holder(s) may make a nomination to
appoint, in Form No. SH.14, any person to become entitled to NCDs in the event of the holder‘s death during minority.
A nomination will stand rescinded on a sale/transfer/alienation of NCDs by the person nominating. A buyer will be
entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form
available on request at our Registered Office or with the Registrar to the Issue.
NCD Holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission of the
NCD(s) to the nominee in the event of demise of the NCD Holder(s). The signature can be provided in the Application
Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the
nominee is purely optional.
In accordance with Rule 19 read with the applicable provisions of the Companies Act 2013, any person who becomes a
nominee by virtue of the Rule 19 read with the applicable provisions of the Companies Act 2013, will on the production
of such evidence as may be required by the Board, elect either:
• to register himself or herself as holder of NCDs; or

• to make such transfer of the NCDs, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, our Board may thereafter
withhold payment of all interests or other monies payable in respect of the NCDs, until the requirements of the notice
have been complied with.
240
Since the allotment of NCDs will be made only in dematerialized mode, there is no need to make a separate nomination
with our Company. Nominations registered with the respective Depository Participant of the Applicant would prevail. If
the investors require changing their nomination, they are requested to inform their respective Depository Participant.
Jurisdiction
Exclusive jurisdiction for the purpose of this Tranche II Issue is with the competent courts of jurisdiction in Mumbai,
India.
Application in this Tranche II Issue
Applicants shall apply in this Tranche II Issue in dematerialised form only, through a valid Application Form filled in by
the Applicant along with attachment, as applicable. Further, Applications in the Issue shall be made through the ASBA
facility only (including Applications made by UPI Investors under the UPI Mechanism).
In terms of Regulation 7 of the SEBI NCS Regulations, our Company will make public issue of the NCDs in the
dematerialised form only.
Form of Allotment and Denomination of NCDs
As per the SEBI NCS Regulations, the trading of the NCDs on the Stock Exchange shall be in dematerialized form only
in multiples of 1 (one) NCD (“Market Lot”). Allotment in this Tranche II Issue to all Allottees, will be in electronic
form i.e. in dematerialised form and in multiples of one NCD.
For details of allotment see “Issue Procedure” beginning on page 253.
Transfer/Transmission of NCD(s)
The NCDs shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and
the relevant DPs of the transfer or transferee and any other applicable laws and rules notified in respect thereof. The
transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the
same, interest will be paid/redemption will be made to the person, whose name appears in the register of debenture holders
maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the
transferor(s) and not with the Issuer or Registrar.
In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in the
register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need
to be settled with the transferor(s) and not with the Issuer or Registrar. The seller should give delivery instructions
containing details of the buyer’s DP account to his depository participant.
Please see “Terms of the Issue - Interest and Payment of Interest” on page 243 for the implications on the interest
applicable to NCDs held by Individual Investors on the Record Date and NCDs held by Non-Individual Investors on the
Record Date.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 (“SEBI
LODR IV Amendment”), NCDs held in physical form, pursuant to any rematerialisation, as above, cannot be transferred
except by way of transmission or transposition, from December 4, 2018. However, any trading of the NCDs issued
pursuant to this Tranche II shall be compulsorily in dematerialized form only. The procedure for transmission of securities
has been further simplified vide the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Fourth Amendment) Regulations, 2022 (“LODR Amendment Regulations”) Gazette Notification no.
SEBI/LAD-NRO/GN/2022/80 dated April 25th, 2022).
Title
The NCD Holder(s) for the time being appearing in the record of beneficial owners maintained by the Depository shall
be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other persons dealing with
such person as the holder thereof and its absolute owner for all purposes.
241
Register of NCD Holders
No transfer of title of a NCD will be valid unless and until entered on the Register of NCD Holders (for re materialized
NCDs) or the register and index of NCD Holders maintained by the Depository prior to the Record Date. In the absence
of transfer being registered, interest and/or Redemption Amount, as the case may be, will be paid to the person, whose
name appears first in the Register of NCD Holders maintained by the Depositories and/or our Company and/or the
Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with
the seller of the NCDs and not with our Company or the Registrar.The provisions relating to transfer and transmission
and other related matters in respect of our Company’s shares contained in the Articles of Association of our Company
and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the NCDs as well.
Succession
Where NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the NCD
Holder(s). It will be sufficient for our Company to delete the name of the deceased NCD Holder after obtaining
satisfactory evidence of his death. Provided, a third person may call on our Company to register his name as successor
of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose of proving his title to the
debentures. In the event of demise of the sole or first holder of the Debentures, our Company will recognise the executors
or administrator of the deceased NCD Holders, or the holder of the succession certificate or other legal representative as
having title to the Debentures only if such executor or administrator obtains and produces probate or letter of
administration or is the holder of the succession certificate or other legal representation, as the case may be, from an
appropriate court in India. The directors of our Company in their absolute discretion may, in any case, dispense with
production of probate or letter of administration or succession certificate or other legal representation.
Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be complied
with:
1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the NCDs were acquired by
the non-resident Indian as part of the legacy left by the deceased NCD Holder.
2. Proof that the non-resident Indian is an Indian national or is of Indian origin.
3. Such holding by a non-resident Indian will be on a non-repatriation basis.
Joint-holders
Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders with
benefits of survivorship subject to other provisions contained in the Articles.
Procedure for rematerialisation of NCDs
NCD Holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any time
after Allotment in accordance with the applicable procedure stipulated by the DP, in accordance with the Depositories
Act and/or rules as notified by the Depositories from time to time. Holders of the NCDs who propose to rematerialize
their NCDs, would have to mandatorily submit details of their bank mandate along with a copy of any document
evidencing that the bank account is in the name of the holder of such NCDs and their Permanent Account Number to our
Company and the Depository Participant. No proposal for rematerialisation of NCDs would be considered if the
aforementioned documents and details are not submitted along with the request for such rematerialisation.
Restriction on transfer of NCDs
There are no restrictions on transfers and transmission of NCDs allotted pursuant to this Tranche II Issue. NCDs held in
physical form, pursuant to any re-materialisation, as above, cannot be transferred except by way of transmission or
transposition. However, any trading of the NCDs issued pursuant to this Tranche II shall be compulsorily in
dematerialized form only.
Period of subscription
TRANCHE II ISSUE PROGRAMME*

TRANCHE II ISSUE OPENS ON OCTOBER 3, 2022
TRANCHE II ISSUE CLOSES ON OCTOBER 17, 2022
*This Tranche II Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard
242
Time) during the period indicated above, except that this Tranche II Issue may close on such earlier date or extended
date as may be decided by the Board of Directors of our Company or the Debenture Fund Raising Committee, thereof,
subject to relevant approvals. In the event of an early closure or extension of this Tranche II Issue; our Company shall
ensure that notice of the same is provided to the prospective investors through an advertisement in a daily national
newspaper with wide circulation and a regional daily at the place where the registered office of the Company is situated
on or before such earlier or extended date of Tranche II Issue closure. Applications Forms for this Tranche II Issue will
be accepted only from 10:00 a.m. to 5:00 p.m. or such extended time as may be permitted by BSE, on Working Days
during the Tranche II Issue Period. On the Tranche II Issue Closing Date, Application Forms will be accepted only
between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be
permitted by BSE. Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5
PM on one Working Day after the Tranche II Issue Closing Date. For further details please refer to the chapter titled
“Issue Related Information” on page 229.
Applications Forms for this Tranche II will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time)
or such extended time as may be permitted by the Stock Exchange, during the Tranche II Issue Period as mentioned
above on all days between Monday and Friday (both inclusive barring public holiday), (a) by the Designated
Intermediaries at the Bidding Centres, or (b) by the SCSBs directly at the Designated Branches of the SCSBs. On the
Tranche II Closing Date, Application Forms will be accepted only between 10.00 a.m. to 3.00 p.m. (Indian Standard
Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by the Stock Exchange. It is clarified that
the Applications not uploaded on the Stock Exchange Platform would be rejected.
Due to limitation of time available for uploading the Applications on the Tranche II Closing Date, Applicants are advised
to submit their Application Forms one day prior to the Tranche II Closing Date and, no later than 3.00 p.m. (Indian
Standard Time) on the Tranche II Closing Date. Applicants are cautioned that in the event a large number of Applications
are received on the Tranche II Closing Date, there may be some Applications which are not uploaded due to lack of
sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation under this
Tranche II Issue. Application Forms will only be accepted on Working Days during the Tranche II Period. Neither our
Company, nor the Lead Manager or Trading Members of the Stock Exchange are liable for any failure in uploading the
Applications due to failure in any software/ hardware systems or otherwise. Please note that the Basis of Allotment under
this Tranche II will be on a date priority basis in accordance with SEBI Operational Circular.
Interest and Payment of Interest
Series I NCD
In case of Series I NCDs, interest would be paid Annually on Actual/Actual basis at the following rate of interest on the
amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series I NCD:
Category of NCD Holders Coupon (% p.a.)

Category I, II, III and IV 8.85%
For Category I, Category II, III and IV Investors eligible for additional incentive of 0.20% (p.a.) 9.05%
Series I NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of
24 months from the Deemed Date of Allotment.
Series II NCD
In case of Series II NCDs, the NCDs shall be redeemed at the end of 24 months from the Deemed Date of Allotment as
mentioned below:
Category of NCD Holders Face Value (₹ per NCD) Redemption Amount (₹ per NCD)
Category I, II, III and IV 1,000 1,185.10
For Category I, II, III and IV Investors eligible for 1,000 1,189.50
additional incentive/premium amount (₹/ NCD)
Series III NCD
In case of Series III NCDs, interest would be paid monthly on Actual/Actual basis at the following rate of interest on the
amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series III NCD
243
Series III NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of
Series IV NCD
In case of Series IV NCDs, interest would be paid annually on Actual/Actual basis at the following rate of interest on the
amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series IV NCD:

For Category I, II, III and IV Investors eligible for additional incentive of 0.20% (p.a.) 9.45%
Series IV NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of
Series V NCD
In case of Series V NCDs, the NCDs shall be redeemed at the end of 36 months from the Deemed Date of Allotment as
mentioned below:
Category I, II, III and IV 1,000 ₹1,304.30
For Category I, II, III and IV Investors eligible for 1,000 ₹1,311.45
additional incentive/ premium amount (₹/NCD)
Series VI NCD
In case of Series VI NCDs, interest would be paid monthly on Actual/Actual basis at the following rate of interest on the
amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series VI NCD:

Series VI NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of
Series VII NCD
In case of Series VII NCDs, interest would be paid annually on Actual/Actual basis at the following rate of interest on
the amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series VII NCD:

Series VII NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end
of 60 months from the Deemed Date of Allotment.
Series VIII NCD
In case of Series VIII NCDs, the NCDs shall be redeemed at the end of 60 months from the Deemed Date of Allotment
as mentioned below:
244
Category I, II, III and IV 1,000 ₹1,592.75
For Category I, II, III and IV Investors eligible for 1,000 ₹ 1,607.30
additional incentive/ premium amount (₹/NCD)
Series IX NCD
In case of Series IX NCDs, interest would be paid monthly on Actual/Actual basis at the following rate of interest on the
amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series IX NCD:

Series IX NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of
Series X NCD
In case of Series X NCDs, interest would be paid annually on Actual/Actual basis at the following rate of interest on the
amount outstanding from time to time, commencing from the Deemed Date of Allotment of each Series X NCD:

Series X NCDs shall be redeemed at the Face Value thereof along with the interest accrued thereon, if any, at the end of
All Category of Investors in the proposed Issue who are also holders of NCD(s)/Bond(s) previously issued by our
Company, and/ or our group company, ECL Finance Limited, Edelweiss Housing Finance Limited, Edelweiss Retail
Finance Limited, Edelweiss Broking Limited and Nuvama Wealth Finance Limited (formerly known as Edelweiss
Finance & Investments Limited) as the case may be, and/or are equity shareholder(s) of Edelweiss Financial Services
Limited as the case may be, on the Deemed Date of Allotment and applying in Series I, Series III, Series IV, Series VI,
Series VII, Series IX and/or Series X shall be eligible for additional incentive of 0.20% p.a. provided the NCDs issued
under the proposed Issue are held by the investors on the relevant Record Date applicable for payment of respective
coupons, in respect of Series I, Series III, Series IV, Series VI, Series VII, Series IX and/or Series X.
For all Category of Investors in the proposed Issue who are also holders of NCD(s)/Bond(s) previously issued by our
Company, and/ or our group company, ECL Finance Limited, Edelweiss Housing Finance Limited, Edelweiss Retail
Finance Limited, Edelweiss Broking Limited and Nuvama Wealth Finance Limited (formerly known as Edelweiss
Finance & Investments Limited) as the case may be, and/or are equity shareholder(s) of Edelweiss Financial Services
Limited as the case may be, on the Deemed Date of Allotment applying in Series II, Series V and/or VIII, the maturity
amount at redemption along with the additional yield would be ₹ 1,189.50 per NCD, ₹ 1,311.45 per NCD and/or ₹
1,607.30 per NCD respectively provided the NCDs issued under the proposed Issue are held by the investors on the
relevant Record Date applicable for redemption in respect of Series II, Series V and/or Series VIII.
The additional incentive will be maximum of 0.20% p.a. for all Category of Investors in the proposed Issue, who are also
holders of NCD(s)/Bond(s) previously issued by our Company, and/ or our group company, ECL Finance Limited,
Edelweiss Housing Finance Limited, Edelweiss Retail Finance Limited, , Edelweiss Broking Limited and Nuvama
Wealth Finance Limited (formerly known as Edelweiss Finance & Investments Limited) as the case may be, and/or are
equity shareholder(s) of Edelweiss Financial Services Limited as the case may be, on the deemed date of allotment.
On any relevant Record Date, the Registrar and/or our Company shall determine the list of the Primary holder(s) of this
Issue and identify such Investor/ NCD Holders, (based on their DP identification and /or PAN and/or entries in the
Register of NCD Holders) and make the requisite payment of additional incentive.
The additional incentive will be given only on the NCDs allotted in this Issue i.e. to the Primary holder(s). In case if any
NCD is bought/acquired from secondary market or from open market, additional incentive will not be paid on such
245
bought/acquired NCD.
In case the Primary holder(s) sells/gifts/transfer any NCDs allotted in this Issue, additional incentive will not be paid on
such sold/gifted/transferred NCD except in case where NCDs are transferred to the Joint holder/Nominee in case of death
of the primary holder.
For the Series where interest is to be paid on an annual basis, relevant interest will be paid on each anniversary of the
Deemed Date of Allotment on the face value of the NCDs. The last interest payment under annual Series will be made at
the time of redemption of the NCDs. For the Series where interest is to be paid on monthly basis, relevant interest will
be calculated from the first day till the last date of every month during the tenor of such NCDs and paid on the first day
of every subsequent month. For the first interest payment for NCDs under the monthly options, interest from the Deemed
Date of Allotment till the last day of the subsequent month will be clubbed and paid on the first day of the month next to
that subsequent month.
Basis of payment of Interest
The Tenor, Coupon Rate / Yield and Redemption Amount applicable for each Series of NCDs shall be determined at the
time of Allotment of NCDs. NCDs once allotted under any particular Series of NCDs shall continue to bear the applicable
Tenor, Coupon/Yield and Redemption Amount as at the time of original Allotment irrespective of the category of NCD
Holder on any Record Date, and such tenor, coupon/yield and redemption amount as at the time of original allotment will
not be impacted by trading of any series of NCDs between the categories of persons or entities in the secondary market.
We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account
of the Investors. In such cases, interest, on the interest payment date, would be directly credited to the account of those
Investors who have given their bank mandate.
We may offer the facility of NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from time to
time to help NCD Holders. The terms of this facility (including towns where this facility would be available) would be
as prescribed by RBI. Refer to the paragraph on “Terms of Issue - Manner of Payment of Interest/ Refund” at page 247.
Payment of Interest will be made to those NCD Holders whose names appear in the register of NCD Holders (or to first
holder in case of joint-holders) as on Record Date. With respect to Series I, IV, VII and X where interest is to be paid on
an annual basis, relevant interest will be paid on each anniversary of the Deemed Date of Allotment on the face value of
the NCDs. The last interest payment under annual Series will be made at the time of redemption of the NCDs.
For NCDs subscribed, in respect to Series III, VI and IX, where the interest is to be paid on a monthly basis, relevant
interest will be calculated from the first day till the last date of every month during the tenor of such NCDs, and paid on
the first day of every subsequent month. For the first interest payment for NCDs under the monthly options, interest from
the Deemed Date of Allotment till the last day of the subsequent month will be clubbed and paid on the first day of the
month next to that subsequent month.
If the Deemed Date of Allotment undergoes a change, the interest payment dates, Redemption Dates and other cash flow
workings shall be changed accordingly.
These details of payment of interest are subject to and as stated in “Issue Structure” on page 229.
Taxation
Any tax exemption certificate/document must be lodged at the office of the Registrar at least 7 (seven) days prior to the
Record Date or as specifically required, failing which tax applicable on interest will be deducted at source on accrual
thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the IT Act and/or any
other statutory modification, enactment or notification as the case may be. A tax deduction certificate will be issued for
the amount of tax so deducted.
As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld on any interest payable on any security
issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India
in accordance with the Securities Contracts (Regulation) Act, 1956 and the rules made thereunder. Accordingly, no tax
will be deducted at source from the interest on listed NCDs held in the dematerialized form.
If the Interest Payment Date falls on a day other than a Working Day, the interest payment shall be made by our Company
246
on the immediately succeeding Working Day and calculation of such interest payment shall be as per original schedule
as if such Interest Payment Date were a Working Day, in accordance with the Working Day Convention. Payment of
interest would be subject to the deduction as prescribed in the I.T. Act or any statutory modification or re-enactment
thereof for the time being in force, as applicable.
Subject to the terms and conditions in connection with computation of applicable interest on the Record Date as stated
in the section titled “Issue Procedure” on page 253, please note that in case the NCDs are transferred and/or transmitted
in accordance with the provisions of this Tranche II Prospectus read with the provisions of the Articles of Association of
our Company, the transferee of such NCDs or the deceased holder of NCDs, as the case may be, shall be entitled to any
interest which may have accrued on the NCDs.
Day Count Convention:
Interest shall be computed on an actual / actual basis on the principal outstanding on the NCDs as per the SEBI
Effect of holidays on payments:
If the Interest Payment Date falls on a day other than a Working Day, the interest payment shall be made by our Company
on the immediately succeeding Working Day and calculation of such interest payment shall be as per original schedule
as if such Interest Payment Date were a Working Day. Further, the future Interest Payment Dates shall remain intact and
shall not be changed because of postponement of such interest payment on account of it falling on a non-Working Day.
Payment of interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification or re-
enactment thereof for the time being in force, as applicable.
If Redemption Date (also being the last Interest Payment Date) falls on a day that is not a Working Day, the Redemption
Amount shall be paid by our Company on the immediately preceding Working Day along with interest accrued on the
NCDs until but excluding the date of such payment. The interest/redemption payments shall be made only on the days
when the money market is functioning in Mumbai.
Illustration for guidance in respect of the day count convention and effect of holidays on payments:
The illustration for guidance in respect of the day count convention and effect of holidays on payments, as required by
SEBI Operational Circular is disclosed in Annexure D to this Tranche II Prospectus.
Maturity and Redemption
The manner of payment of interest / refund / redemption in connection with the NCDs is set out below:
The bank details will be obtained from the Depositories for payment of interest / refund / redemption as the case may be.
Applicants who have applied for or are holding the NCDs in electronic form, are advised to immediately update their
bank account details as appearing on the records of the depository participant. Please note that failure to do so could
result in delays in credit of interest / refund / redemption amounts to the Applicant at the Applicant’s sole risk, and neither
the Lead Manager our Company nor the Registrar to the Issue shall have any responsibility and undertake any liability
for the same.
Application Size
Each Application should be for a minimum of 10 NCDs and multiples of one NCD thereof. Applicants can apply for any
or all types of NCDs offered hereunder (any/all series) provided the Applicant has applied for minimum application size
using the same Application Form.
Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number
of NCDs that can be held by them under applicable statutory and or regulatory provisions.
Terms of Payment
The entire issue price of ₹ 1,000 per NCD is payable on application itself. In case of allotment of lesser number of NCDs
than the number of NCDs applied for, our Company shall instruct the SCSBs to unblock the excess amount blocked on
application in accordance with the terms of this Tranche II Prospectus.
247
Manner of Payment of Interest / Unblocking
The manner of payment of interest / unblocking in connection with the NCDs is set out below:
The bank details will be obtained from the Depositories for payment of Interest / unblocking / redemption as the case
may be. Applicants are advised to keep their bank account details as appearing on the records of the depository participant
updated at all points of time. Please note that failure to do so could result in delays in credit of Interest/ Redemption
Amounts at the Applicant’s sole risk, and the Lead Manager, our Company or the Registrar shall have no responsibility
and undertake no liability for the same.
In case of NCDs held in physical form, on account of rematerialisation, the bank details will be obtained from the
documents submitted to the Company along with the rematerialisation request. For further details, please see “Terms of
the Issue – Procedure for Rematerialisation of NCDs” on page 242.
Printing of Bank Particulars on Interest/redemption Warrants
As a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption warrants due
to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing
on the orders/ warrants. NCDs applied and held in dematerialized form, these particulars would be taken directly from
the depositories. Bank account particulars will be printed on the orders/ warrants which can then be deposited only in the
account specified.
Buy Back of NCDs
Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory
requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company.
Our Company may from time to time invite the NCD Holders to offer the NCDs held by them through one or more buy-
back schemes and/or letters of offer upon such terms and conditions as our Company may from time to time determine,
subject to applicable statutory and/or regulatory requirements. Such NCDs which are bought back may be extinguished,
re-issued and/or resold in the open market with a view of strengthening the liquidity of the NCDs in the market, subject
to applicable statutory and/or regulatory requirements.
Form and Denomination of NCDs
In case of NCDs held in physical form on account of rematerialisation, a single certificate will be issued to the NCD
Holder for the aggregate amount of the NCDs held (“Consolidated Certificate”). The Applicant can also request for the
issue of NCD certificates in denomination of one NCD (“Market Lot”). In case of NCDs held under different Options,
by an NCD Holder, separate Consolidated Certificates will be issued to the NCD Holder for the aggregate amount of the
NCDs held under each Option.
It is, however, distinctly to be understood that the NCDs pursuant to this issue shall be traded only in dematerialized
form.
In respect of Consolidated Certificates, only upon receipt of a request from the NCD Holder, the Consolidated Certificates
would be split into smaller denominations, subject to the minimum of Market Lot. No fee would be charged for splitting
of NCD certificates in Market Lots, but stamp duty payable, if any, would be borne by the NCD Holder. The request for
splitting should be accompanied by the original NCD certificate, which would then be treated as cancelled.
Procedure for redemption by NCD Holders
The procedure for redemption is set out below:
NCDs held in physical form on account of re-materialization:
No action would ordinarily be required on the part of the NCD Holder at the time of redemption and the redemption
proceeds would be paid to those NCD Holders whose names stand in the register of debenture holders maintained by us
on the Record Date fixed for the purpose of Redemption. However, our Company may require that the NCD certificate(s),
duly discharged by the sole holder/all the joint-holders (signed on the reverse of the NCD certificates) be surrendered for
248
redemption on maturity and should be sent by the NCD Holders by Registered Post with acknowledgment due or by hand
delivery to our office or to such persons at such addresses as may be notified by us from time to time. NCD Holders may
be requested to surrender the NCD certificates in the manner as stated above, not more than three months and not less
than one month prior to the redemption date so as to facilitate timely payment.
We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by the
holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us and the
redemption proceeds would be paid to those NCD Holders whose names stand in the register of debenture holders
maintained by us on the Record Date fixed for the purpose of redemption of NCDs. In such case, the NCD certificates
would be deemed to have been cancelled.
NCDs held in electronic form:
No action is required on the part of NCD Holder(s) at the time of redemption of NCDs.
Payment on redemption
The manner of payment of redemption is set out below:
NCDs held in physical form on account of re-materialization:
The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However, if our
Company so requires, the aforementioned payment would only be made on the surrender of NCD certificates, duly
discharged by the sole holder/ all the joint-holders (signed on the reverse of the NCD certificates). Dispatch of cheques/
pay orders, etc. in respect of such payment will be made on the redemption date or (if so requested by our Company in
this regard) within a period of 30 days from the date of receipt of the duly discharged NCD certificate.
In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the redemption date to
those NCD Holders whose names stand in the register of debenture holders maintained by us on the Record Date fixed
for the purpose of Redemption.
Our liability to NCD Holders towards their rights including for payment or otherwise shall stand extinguished from the
redemption in all events and when we dispatch the redemption amounts to the NCD Holders.
NCDs held in electronic form:
On the redemption date, redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD
Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would be as
per the Depositories’ records on the Record Date fixed for the purpose of redemption. These NCDs will be simultaneously
extinguished to the extent of the amount redeemed through appropriate debit corporate action upon redemption of the
corresponding value of the NCDs. It may be noted that in the entire process mentioned above, no action is required on
the part of NCD Holders.
Our liability to NCD Holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from
the date of redemption in all events and when we dispatch the redemption amounts to the NCD Holder(s).
Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption of the
NCD(s).
Right to Reissue NCD(s)
Subject to the provisions of the Companies Act, 2013, where we have fully redeemed or repurchased any NCD(s), we
shall have and shall be deemed always to have had the right to keep such NCDs in effect without extinguishment thereof,
for the purpose of resale or reissue and in exercising such right, we shall have and be deemed always to have had the
power to resell or reissue such NCDs either by reselling or reissuing the same NCDs or by issuing other NCDs in their
place. The aforementioned right includes the right to reissue original NCDs.
Sharing of Information
Our Company may, at its option, use on our own, as well as exchange, share or part with any financial or other information
249
about the NCD Holders available with us, with our subsidiaries, if any and affiliates and other banks, financial institutions,
credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their agents shall be
liable for use of the aforesaid information.
Notices
All notices to the NCD Holder(s) required to be given by us or the Debenture Trustee shall be published in one English
language newspaper having wide circulation and one regional language daily newspaper in Mumbai and/or will be sent
by speed post/ courier or through email or other electronic media to the Registered Holders of the NCD(s) from time to
time.
Future Borrowings
Our Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue
debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject to
applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual
requirement, and change the capital structure including the issue of shares of any class, on such terms and conditions as
we may think appropriate, provided stipulated minimum security cover is maintained on the NCDs and the interest
thereon and after obtaining the consent of the NCD Holders or the Debenture Trustee regarding the creation of a charge
over such security, as per the statutory/regulatory requirement.
Impersonation
As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section(1) of
Section 38 of the Companies Act, 2013 which is reproduced below:
“Any person who- (a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or
in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces
directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious
name, shall be liable for action under Section 447 of the Companies Act, 2013.”
The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least ₹ 1
million or 1.00% of the turnover of our Company, whichever is lower, includes imprisonment for a term which shall not
be less than six months extending up to 10 years (provided that where the fraud involves public interest, such term shall
not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending up to three
times of such amount. In case the fraud involves (i) an amount which is less than ₹ 1 million or 1.00% of the turnover of
our Company, whichever is lower; and (ii) does not involve public interest, then such fraud is punishable with an
imprisonment for a term extending up to five years or a fine of an amount extending up to ₹2 million or with both.
Pre-closure
Our Company, in consultation with the Lead Manager reserves the right to close this Tranche II at any time prior to the
Tranche II Issue Closing Date, subject to receipt of minimum subscription or as may be specified in this Tranche II
Prospectus. Our Company shall allot NCDs with respect to the Applications received until the time of such pre-closure
in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory
requirements. In the event of such early closure of the Tranche II Issue, our Company shall ensure that public notice of
such early closure is published on or before such early date of closure is published on or before such early date of closure
or the Tranche II Closing Date, as applicable, through advertisement(s) in all those newspapers in which pre-issue
advertisement have been given.
Minimum subscription
II Issue Closing Date provided wherein, the Application Amount has been transferred to the Public Issue Account from
the respective ASBA Accounts, such Application Amount shall be refunded from the Refund Account to the relevant
ASBA Accounts(s) of the Applicants within 6 Working Days from the Tranche II Issue Closing Date, failing which our
250
Company will become liable to refund the Application Amount along with interest at the rate 15 (fifteen) percent per
annum for the delayed period.
SEBI in the SEBI Operational Circular.
Utilisation of Application Amount
The sum received in respect of this Tranche II Issue will be kept in separate bank account(s) and we will have access to
such funds only upon allotment of the NCDs, execution of Debenture Trust Deeds and on receipt of listing and trading
approval from the Stock Exchange as per applicable provisions of law(s), regulations and approvals.
Utilisation of Issue Proceeds
(a) All monies received pursuant to the issue of NCDs to public shall be transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013.
(b) Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate separate
head in our Balance Sheet indicating the purpose for which such monies had been utilised; and
(c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an
appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been
invested.
(d) Our Company shall utilize the Tranche II Issue proceeds only up on (i) receipt of minimum subscription; (ii)
completion of Allotment in compliance with Section 40 of the Companies Act, 2013; (ii) receipt of listing and
trading approval from Stock Exchange and (iii) only upon execution of the documents for creation of security.
(e) The Tranche II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property.
(f) Details of all utilized and unutilized monies out of the monies collected in the previous issue made by way of public
offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of
such previous issue remains unutilized indicating the purpose for which such monies have been utilized and the
securities or other forms of financial assets in which such unutilized monies have been invested.
Filing of the Shelf Prospectus and Tranche Prospectus with the RoC
A copy of the Shelf Prospectus and this Tranche II Prospectus will be filed with the RoC, in accordance with Section 26
and Section 31 of Companies Act, 2013.
Subject to Section 30 of the Companies Act, 2013, our Company will issue a statutory advertisement on or before the
Tranche II Issue Opening Date. This advertisement will be issued in compliance with the Regulation 30(1) of SEBI NCS
Regulations and shall contain the information as prescribed in the SEBI NCS Regulations and Section 30 of the
Companies Act, 2013.
Material updates, if any, between the date of filing of the Shelf Prospectus and this Tranche II Prospectus with ROC and
the date of release of the statutory advertisement will be included in the statutory advertisement information as prescribed
under SEBI NCS Regulations.
Listing
The NCDs offered through this Tranche II Prospectus are proposed to be listed on the BSE. Our Company has obtained
251
an ‘in-principle’ approval for the Issue from the BSE vide their letter dated November 23, 2021. For the purposes of the
Issue, BSE shall be the Designated Stock Exchange.
Our Company will use best efforts to ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchange are taken within 6 Working Days of the Tranche II Issue Closing Date.
For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the series,
such series(s) of NCDs shall not be listed.
Guarantee/Letter of Comfort
The security proposed for the Tranche II Issue is not backed by a guarantee or letter of comfort or any other document
and/or letter with similar intent.
Monitoring and Reporting of Utilisation of Issue Proceeds
There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. The Audit
Committee shall monitor the utilization of the proceeds of the Tranche II Issue. For the relevant Fiscals commencing
from the Fiscal 2022, our Company will disclose in our financial statements, the utilization of the net proceeds of the
Tranche II Issue under a separate head along with details, if any, in relation to all such proceeds of this Tranche II that
have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Tranche II Issue.
Lien
Our Company will have the right of set-off and lien, present as well as future on the moneys due and payable to the NCD
Holder, to the extent of all outstanding dues, if any by the NCD Holder to our Company.
Lien on Pledge of NCDs
Subject to applicable law, our Company, at its discretion, may record a lien on pledge of NCDs if such pledge of NCDs
is accepted by any bank or institution for any loan provided to the NCD Holder against pledge of such NCDs as part of
the funding.
252
ISSUE PROCEDURE
This section applies to all Applicants. Pursuant to the SEBI circular (SEBI/HO/DDHS/P/CIR/ 2021/613) dated August 10, 2021 issued
by SEBI, all Applicants are required to apply for in the Issue through the ASBA process and an amount equivalent to the full Application
Amount as mentioned in the Application Form will be blocked by the Designated Branches of the SCSBs. Further, UPI Mechanism as
a payment mechanism is applicable for the Issue, wherein a UPI Investor, may submit the Application Form with a SCSB or a
Designated Intermediary or through the app/web based interface platform of the Stock Exchange and use their bank account linked
UPI ID for the purpose of blocking of funds, if the Application being made is for a value of ₹ 0.5 milllion or less. The UPI Mechanism
is applicable for public issue of debt securities which open for subscription on or after January 1, 2021. An additional mode for
application in public issues of debt securities through an online (app/web) interface to be provided by the stock exchanges. In this
regard, SEBI has also stipulated that the stock exchanges formulate and disclose the operational procedure for applying through the
app/ web based interface developed by them for making applications in public issues through the stock exchange’s website. Since, BSE
is the Designated Stock Exchange for the Issue, BSE’s online platform BSE Direct, shall be available to UPI Investors to make an
application under the UPI Mechanism, in accordance with the operational procedures notified by BSE vide notifications dated
December 28, 2020.
Applicants should note that they may submit their Applications to the Designated Intermediariesat the Designated CDP Locations or
the RTAs at the Designated RTA Locations or designated branches of SCSBs as mentioned on the Application Form. Applicants are
advised to make their independent investigations and ensure that their Applications do not exceed the investment limits or maximum
number of NCDs that can be held by them under applicable law or as specified in this Tranche II Prospectus.
Please note that this section has been prepared based on the SEBI Operational Circular and the notifications issued by BSE, in relation
to the UPI Mechanism, dated December 28, 2020 as amended on April 13, 2022 and May 19, 2022.
Specific attention is drawn to the SEBI Operational Circular which provides for allotment in public issues of debt securities to be
made on the basis of the date of upload of each application into the electronic book of the Stock Exchange, as opposed to the date and
time of upload of each such application.
Our Company and the Lead Manager do not accept any responsibility for the completeness and accuracy of the information stated in
this section and are not liable for any amendment, modification or change in the applicable law which may occur after the date of this
Tranche II Prospectus. Investors are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws.
Further, the Company and the Lead Manager are not liable for any adverse occurrences consequent to the UPI Mechanism for
application in the Tranche II Issue.
PLEASE NOTE THAT ALL DESIGNATED INTERMEDIARIES WHO WISH TO COLLECT AND UPLOAD
APPLICATION IN THE ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY THE
STOCK EXCHANGE WILL NEED TO APPROACH THE STOCK EXCHANGE AND FOLLOW THE
REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY THE STOCK EXCHANGE. THE FOLLOWING
SECTION MAY CONSEQUENTLY UNDERGO CHANGE BETWEEN THE DATES OF THIS TRANCHE II
PROSPECTUS, THE TRANCHE II ISSUE OPENING DATE AND THE TRANCHE II ISSUE CLOSING
DATE.
THE LEAD MANAGER, THE LEAD BROKERS AND OUR COMPANY SHALL NOT BE RESPONSIBLE OR
LIABLE FOR ANY ERRORS OR OMISSIONS ON THE PART OF TRADING MEMBERS/ DESIGNATED
INTERMEDIARIES IN CONNECTION WITH THE RESPONSIBILITY OF TRADING MEMBERS/
DESIGNATED INTERMEDIARIES IN RELATION TO COLLECTION AND UPLOAD OF APPLICATION
FORMS IN RESPECT OF THE ISSUE ON THE ELECTRONIC APPLICATION PLATFORM PROVIDED BY
STOCK EXCHANGE. FURTHER, THE RELEVANT STOCK EXCHANGE WILL BE RESPONSIBLE FOR
ADDRESSING INVESTOR GRIEVANCES ARISING FROM APPLICATIONS THROUGH TRADING
MEMBERS/DESIGNATED INTERMEDIARIES REGISTERED WITH SUCH STOCK EXCHANGE.
Please note that for the purposes of this section, the term “Working Day” shall mean all days excluding Sundays or a
holiday of commercial banks in Mumbai, except with reference to Issue Period, where Working Days shall mean all days,
excluding Saturdays, Sundays and public holiday in India. Furthermore, for the purpose of post issue period, i.e. period
beginning from Issue Closing Date to listing of the NCDs, Working Days shall mean all trading days of Stock Exchange
excluding Sundays and bank holidays in Mumbai.
Availability of the Draft Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus, the Abridged Prospectus, and
Application Forms.
253
The copies of the Draft Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus, Abridged Prospectus together
with Application Forms may be obtained from our Registered Office, Lead Manager to the Issue, Lead Brokers for marketing
of the Tranche II Issue, the Registrar to the Issue and the Designated Branches of the SCSBs. Additionally, the Shelf
Prospectus and this Tranche II Prospectus and the Application Forms will be available for download on the website of BSE
at www.bseindia.com. A unique application number (“UAN”) will be generated for every Application Form downloaded from
the website of the Stock Exchange i.e., BSE at www.bseindia.com. Hyperlinks to the websites of the Stock Exchange for this
facility will be provided on the websites of the Lead Manager and the SCSBs.
In addition, Application Forms would also be made available to all the recognised stock exchanges. Further, Application
Forms will also be provided to Trading Members at their request.
Our Company may provide Application Forms for being filled and downloaded at such websites as we may deem fit. The
Issuer may also provide Application Forms for being downloaded and filled at such websites as it may deem fit. In
addition, online demat account portals may also provide the facility of submitting the Application Forms online to
their account holders’.
Who can apply?
The following categories of persons are eligible to apply in the Tranche II Issue.
Category I
• Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development financial
institutions which are authorised to invest in the NCDs;
• Provident funds and pension funds each with a minimum corpus of ₹ 250 million, superannuation funds and gratuity
funds, which are authorised to invest in the NCDs;
• Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012;
• Resident Venture Capital Funds registered with SEBI;
• Insurance companies registered with the IRDAI;
• State industrial development corporations;
• Insurance funds set up and managed by the army, navy, or air force of the Union of India;
• Insurance funds set up and managed by the Department of Posts, the Union of India;
• Systemically Important Non-Banking Financial Company registered with the RBI and having a net-worth of more
than ₹ 5,000 million as per the last audited financial statements;
• National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the
Government of India published in the Gazette of India; and
• Mutual funds registered with SEBI.
Category II
• Companies within the meaning of Section 2(20) of the Companies Act, 2013; statutory bodies/ corporations and
societies registered under the applicable laws in India and authorised to invest in the NCDs;
• Co-operative banks and regional rural banks;
• Trusts including public/private charitable/religious trusts which are authorised to invest in the NCDs;
• Scientific and/or industrial research organisations, which are authorised to invest in the NCDs;
• Partnership firms in the name of the partners; and
• Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act,
2008 (No. 6 of 2009).
• Association of Persons; and
• Any other incorporated and/ or unincorporated body of persons.
Category III
• High Net-worth Individual Investors - Resident Indian individuals or Hindu Undivided Families through the Karta
applying for an amount aggregating to above ₹ 10,00,000 across all options of NCDs in the Issue
254
Category IV
• Retail Individual Investors - Resident Indian individuals or Hindu Undivided Families through the Karta applying
for an amount aggregating up to and including ₹10,00,000 across all options of NCDs in this Tranche II Issue and
shall include Retail Individual Investors, who have submitted bid for an amount not more than ₹500,000 in any of
the bidding options in this Tranche II Issue (including HUFs applying through their Karta and does not include
NRIs) though UPI Mechanism.
Note: Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory
and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons or
entities.
Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number of
Bonds that can be held by them under applicable statutory and or regulatory provisions.
Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of NCDs pursuant
to this Tranche II Issue.
The Lead Manager and their respective associates and affiliates are permitted to subscribe in this Tranche II Issue.
The information below is given for the benefit of Applicants. Our Company and the Lead Manager are not liable for any
amendment or modification or changes in applicable laws or regulations, which may occur after the date of this Tranche
II Prospectus.
How to apply?
Availability of the Draft Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus, Abridged Prospectus, and
Application Forms
Please note that there is a single Application Form for, persons resident in India.
Copies of the Abridged Prospectus containing the salient features of the Draft Shelf Prospectus, the Shelf Prospectus,
this Tranche II Prospectus together with Application Forms and copies of this Tranche II Prospectus may be obtained
from our Registered Office, the Lead Manager, the Registrar to the Issue and the Designated Branches of the SCSBs.
Additionally, the Draft Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus and the Application Forms will
be available
(i) for download on the website of BSE at www.bseindia.com and the website of the Lead Manager at
www.equirus.com and/or www.equirussecurities.com.
(ii) at the designated branches of the SCSBs and the Syndicate Members at the Specified Locations.
Electronic Application Forms will also be available on the website of the Stock Exchange. A unique application number
(“UAN”) will be generated for every Application Form downloaded from the websites of the Stock Exchange. Further,
Application Forms will also be provided to Designated Intermediaries at their request.
Method of Application
In terms of the SEBI Operational Circular an eligible investor desirous of applying in this Issue can make Applications
through the ASBA mechanism only.
Applicants are requested to note that in terms of the SEBI Operational Circular, SEBI has mandated issuers to provide,
through a recognized Stock Exchange which offers such a facility, an online interface enabling direct application by
investors to a public issue of debt securities with an online payment facility (“Direct Online Application Mechanism”).
All Applicants shall mandatorily apply in this Tranche II Issue through the ASBA process only. Applicants intending to
subscribe in this Tranche II Issue shall submit a duly filled Application form to any of the Designated Intermediaries.
Designated Intermediaries (other than SCSBs) shall submit/deliver the Application Form (except the Application Form
from a Retail Individual Investor bidding using the UPI mechanism) to the respective SCSB, where such investor has a
255
bank account and shall not submit it to any non-SCSB bank or any Escrow Bank.
Applicants should submit the Application Form only at the Bidding Centres, i.e. to the respective Syndicate Members at
the Specified Locations, the SCSBs at the Designated Branches, the Registered Broker at the Broker Centres, the RTAs
at the Designated RTA Locations or CDPs at the Designated CDP Locations. Kindly note that Application Forms
submitted by Applicants at the Specified Locations will not be accepted if the SCSB with which the ASBA Account, as
specified in the Application Form is maintained has not named at least one branch at that location for the Designated
Intermediaries for deposit of the Application Forms. A list of such branches is available at http://www.sebi.gov.in.
The relevant Designated Intermediaries, upon receipt of physical Application Forms from Applicants, shall upload the
details of these Application Forms to the online platform of the Stock Exchange and submit these Application Forms
with the SCSB (except Application Form from RIBs using the UPI Mechanism)with whom the relevant ASBA Accounts
are maintained.
For RIBs using UPI Mechanism, the Stock Exchange shall share the bid details (including UPI ID) with the Sponsor
Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIBs for blocking of funds.
For Applicants who submit the Application Form, in physical mode, the Application Form shall be stamped at the relevant
Designated Branch of the SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to
be the Designated Intermediaries at the Specified Locations. The SCSB shall block an amount in the ASBA Account
equal to the Application Amount specified in the Application Form.
Our Company, the Directors, affiliates, associates and their respective directors and officers, Lead Manager and the
Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in
relation to ASBA Applications accepted by the Designated Intermediaries, Applications uploaded by SCSBs,
Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the
ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the Application Amount has been
blocked in the relevant ASBA Account. Further, all grievances against Designated Intermediaries in relation to the Issue
should be made by Applicants directly to the relevant Stock Exchange.
In terms of the SEBI Operational Circular, an eligible investor desirous of applying in this Issue can make Applications
through the following modes:
1. Self-Certified Syndicate Bank (SCSB) or intermediaries (viz. Syndicate members, Registered Stock Brokers, Registrar
and Transfer agent and Depository Participants)
a. An investor may submit the bid-cum-application form, with ASBA as the sole mechanism for making payment,
physically at the branch of a SCSB, i.e. investor’s bank. For such applications, the existing process of uploading
of bid on the Stock Exchange bidding platform and blocking of funds in investors account by the SCSB would
continue.
b. An investor may submit the completed bid-cum-application form to intermediaries mentioned above along with
details of his/her bank account for blocking of funds. The intermediary shall upload the bid on the Stock
Exchange bidding platform and forward the application form to a branch of a SCSB for blocking of funds.
c. An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned above and
use his / her bank account linked UPI ID for the purpose of blocking of funds, if the application value is ₹5 Lakh
or less. The intermediary shall upload the bid on the Stock Exchange bidding platform. The application amount
would be blocked through the UPI mechanism in this case.
2. Through Stock Exchanges
a. An investor may submit the bid-cum-application form through the App or web interface developed by Stock
Exchange (or any other permitted methods) wherein the bid is automatically uploaded onto the Stock Exchange
bidding platform and the amount is blocked using the UPI Mechanism.
b. The Stock Exchanges have extended their web-based platforms i.e. ‘BSEDirect’ to facilitate investors to apply
in public issues of debt securities through the web based platform and mobile app with a facility to block funds
through Unified Payments Interface (UPI) mechanism for application value upto ₹ 5 Lakh. To place bid through
‘BSEDirect’ platform/ mobile app the eligible investor is required to register himself/ herself with BSE Direct.
256
c. To further clarify the submission of bids through the App or web interface, the Stock Exchange has issued
operational guidelines and circulars dated December 28, 2020 available at
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-60, and
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-61.
Application Size
Each Application should be for a minimum of 10 NCDs and multiples of one NCD thereof.
Applicants can apply for any or all types of NCDs offered hereunder (any/all series) provided the Applicant has applied
for minimum application size using the same Application Form.
Applicants are advised to ensure that applications made by them do not exceed the investment limits or maximum number
of NCDs that can be held by them under applicable statutory and or regulatory provisions.
APPLICATIONS BY VARIOUS APPLICANT CATEGORIES
Applications by Mutual Funds
Pursuant to the SEBI circular SEBI/HO/IMD/DF2/CIR/P/2019/104 dated October 1, 2019 (“SEBI Circular 2019”),
mutual funds are required to ensure that the total exposure of debt schemes of mutual funds in a particular sector shall
not exceed 20% of the net assets value of the scheme. Further, the additional exposure limit provided for financial services
sector not exceeding 10% of net assets value of scheme shall be allowed only by way of increase in exposure to HFCs.
However the overall exposure in HFCs shall not exceed the sector exposure limit of 20% of the net assets of the scheme.
Further, the group level limits for debt schemes and the ceiling be fixed at 10% of net assets value extendable to 15% of
net assets value after prior approval of the board of trustees. A separate Application can be made in respect of each
scheme of an Indian mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications.
Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme
for which the Application is being made. An Application Form by a mutual fund registered with SEBI for Allotment of
the NCDs must be also accompanied by certified true copies of (i) its SEBI registration certificates (ii) the trust deed in
respect of such mutual fund (ii) a resolution authorising investment and containing operating instructions and (iii)
specimen signatures of authorized signatories.
Application by Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks
Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks can apply in this Tranche II Issue based
upon their own investment limits and approvals. Applications by them for Allotment of the NCDs must be accompanied
by certified true copies of (i) memorandum and articles of association/charter of constitution; (ii) power of attorney; (iii)
a board resolution authorising investments; and (iv) a letter of authorisation. Failing this, our Company reserves the right
to accept or reject any Application for Allotment of the NCDs in whole or in part, in either case, without assigning any
reason therefor.
Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case, without
assigning any reason therefor.
Pursuant to SEBI Operational Circular SCSBs making applications on their own account using ASBA facility, should
have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be used
solely for the purpose of making application in public issues and clear demarcated funds should be available in such
account for ASBA applications.
Application by Insurance Companies
Insurance companies registered with the IRDAI can apply in this Tranche II Issue based on their own investment limits
and approvals in accordance with the regulations, guidelines and circulars issued by the IRDAI. The Application Form
must be accompanied by certified true copies of their (i) memorandum and articles of association/charter of constitution;
(ii) power of attorney; (iii) resolution authorising investments/containing operating instructions; and (iv) specimen
signatures of authorised signatories.
257
Applications by Indian Alternative Investments Funds
Applications made by ‘alternative investment funds’ eligible to invest in accordance with the Securities and Exchange
Board of India (Alternative Investment Fund) Regulations, 2012, as amended (the “SEBI AIF Regulations”) for
Allotment of the NCDs must be accompanied by certified true copies of (i) SEBI registration certificate; (ii) a resolution
authorising investment and containing operating instructions; and (iii) specimen signatures of authorised persons. The
Alternative Investment Funds shall at all times comply with the requirements applicable to it under the SEBI AIF
Regulations and the relevant notifications issued by SEBI.
Applications by Associations of persons and/or bodies established pursuant to or registered under any central or
state statutory enactment
In case of Applications made by Applications by Associations of persons and/or bodies established pursuant to or
registered under any central or state statutory enactment, must submit a (i) certified copy of the certificate of registration
or proof of constitution, as applicable, (ii) Power of Attorney, if any, in favour of one or more persons thereof, (iii) such
other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts
applying for NCDs pursuant to this Tranche II Issue must ensure that (a) they are authorized under applicable
statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have
obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory
and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment
limits or maximum number of NCDs that can be held by them under applicable statutory and/ or regulatory provisions.
Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case, without
assigning any reason therefore.
Applications by Trusts
In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory
and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy of the registered
instrument for creation of such trust, (ii) power of attorney, if any, in favour of one or more trustees thereof, (iii) such
other documents evidencing registration thereof under applicable statutory/regulatory requirements. Further, any trusts
applying for NCDs pursuant to this Tranche II Issue must ensure that (a) they are authorized under applicable
statutory/regulatory requirements and their constitution instrument to hold and invest in debentures, (b) they have
obtained all necessary approvals, consents or other authorisations, which may be required under applicable statutory
and/or regulatory requirements to invest in debentures, and (c) Applications made by them do not exceed the investment
limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory provisions.
Applications by Public Financial Institutions or statutory corporations, which are authorized to invest in the NCDs
The Application must be accompanied by certified true copies of: (i) any Act/ Rules under which they are incorporated;
(ii) board resolution authorising investments; and (iii) specimen signature of authorized person.
Applications made by companies, bodies corporate and societies registered under the applicable laws in India
The Application must be accompanied by certified true copies of: (i) any act/ rules under which they are incorporated;
(ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person.
258
Indian scientific and/ or industrial research organizations, which are authorized to invest in the NCDs
Applications by scientific and/ or industrial research organisations which are authorised to invest in the NCDs must be
accompanied by certified true copies of: (i) any act/rules under which such Applicant is incorporated; (ii) a resolution of
the board of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons of
such Applicant.
Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or
in part, in either case, without assigning any reason therefor.
Partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability Partnerships
formed and registered under the provisions of the Limited Liability Partnership Act, 2008
Applications made by partnership firms and limited liability partnerships formed and registered under the Limited
Liability Partnership Act, 2008 must be accompanied by certified true copies of: (i) the partnership deed for such
Applicants; (ii) any documents evidencing registration of such Applicant thereof under applicable statutory/regulatory
requirements; (iii) a resolution authorizing the investment and containing operating instructions; and (iv) specimen
signature of authorized persons of such Applicant.
Applications under a power of attorney by limited companies, corporate bodies and registered societies
In case of Applications made pursuant to a power of attorney by Applicants from Category I and Category II, a certified
copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of
the memorandum of association and articles of association and/or bye laws must be lodged along with the Application
Form.
In case of Applications made pursuant to a power of attorney by Applicants from Category III and Category IV, a certified
copy of the power of attorney must be lodged along with the Application Form.
In case of physical ASBA Applications made pursuant to a power of attorney, a certified copy of the power of attorney
must be lodged along with the Application Form.
Failing this our Company, in consultation with the Lead Manager, reserves the right to reject such Applications.
Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney
along with the Application Forms subject to such terms and conditions that our Company and the Lead Manager may
deem fit.
Brokers having online demat account portals may also provide a facility of submitting the Application Forms online to
their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant for
making an Application on his or her behalf. Based on such instruction, and a power of attorney granted by the Applicant
to authorise the broker, the broker makes an Application on behalf of the Applicant.
Applications by provident funds, pension funds, superannuation funds and gratuity funds which are authorized to invest
in the NCDs
Applications by provident funds, pension funds, superannuation funds and gratuity funds which are authorised to invest
in the NCDs, for Allotment of the NCDs must be accompanied by certified true copies of: (i) any act/rules under which
they are incorporated; (ii) a power of attorney, if any, in favour of one or more trustees thereof, (ii) a board resolution
authorising investments; (iii) such other documents evidencing registration thereof under applicable statutory/regulatory
requirements; (iv) specimen signature of authorized person; (v) a certified copy of the registered instrument for creation
of such fund/trust; and (vi) any tax exemption certificate issued by Income Tax authorities.
259
Applications by National Investment Funds
Application made by a National Investment Fund for Allotment of the NCDs must be accompanied by certified true
copies of: (i) a resolution authorising investment and containing operating instructions; and (ii) specimen signatures of
authorized persons.
Applications by Systematically Important Non-banking financial companies
Applications made by systematically important non-banking financial companies registered with the RBI and under other
applicable laws in India must be accompanied by certified true copies of: (i) memorandum and articles of
association/charter of constitution; (ii) power of attorney;(iii) board Resolution authorising investments; and (iii)
specimen signature of authorized person.
The Syndicate Members and their respective associates and affiliates are permitted to subscribe in this Tranche II Issue.
Applications cannot be made by:
a. Minors without a guardian name* (A guardian may apply on behalf of a minor. However, the name of the guardian
will also need to be mentioned on the Application Form);
b. Foreign nationalsNRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA,
and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;
c. Persons resident outside Indiaand other foreign entities;
d. Foreign Institutional Investors;
e. Foreign Portfolio Investors;
f. Non Resident Indians;
g. Qualified Foreign Investors;
h. Overseas Corporate Bodies**;
i. Foreign Venture Capital Funds; and
j. Persons ineligible to contract under applicable statutory/ regulatory requirements.
* Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872.
The Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the
DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system of the
Stock Exchange by the Designated Intermediaries.
Based on the information provided by the Depositories, our Company shall have the right to accept Applications
belonging to an account for the benefit of a minor (under guardianship). In case of such Applications, the Registrar to the
Issue shall verify the above on the basis of the records provided by the Depositories based on the DP ID and Client ID
provided by the Applicants in the Application Form and uploaded onto the electronic system of the Stock Exchange.
**The concept of Overseas Corporate Bodies (meaning any company, partnership firm, society and other corporate body
or overseas trust irrevocably owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in
existence until 2003, was withdrawn by the Foreign Exchange Management (Withdrawal of General Permission to
Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs are not permitted to invest in this Tranche II Issue.
Payment instructions
Payment mechanism for Applicants
An Applicant shall specify details of the ASBA Account Number in the Application Form and the relevant SCSB shall
block an amount equivalent to the Application Amount in the ASBA Account specified in the Application Form.
260
An Applicant may submit the completed Application Form to designated intermediaries along with details of his/her bank
account for blocking of funds. The intermediary shall upload the bid on the Designated Stock Exchange bidding platform
and forward the application form to a branch of a SCSB for blocking of funds.
An Applicant may submit the Application Form with a SCSB or the intermediaries mentioned above and use his / her
bank account linked UPI ID for the purpose of blocking of funds, if the application value is ₹ 0.50 million or less. The
intermediary shall upload the bid on the Stock Exchange bidding platform. The application amount would be blocked
through the UPI Mechanism once the mandate request has been successfully accepted by the Applicant in this case.
An Applicant may submit the Application Form through the App or web interface developed by Stock Exchanges wherein
the bid is automatically uploaded onto the Stock Exchange bidding platform and the amount is blocked using the UPI
Mechanism once the mandate request has been successfully accepted by the Applicant.
Upon receipt of an intimation from the Registrar to the Issue, the SCSBs shall, on the Designated Date, transfer such
blocked amount from the ASBA Account to the Public Issue Account in terms of the Public Issue Account and Sponsor
Bank Agreement. The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by
the SCSBs on the basis of the instructions issued in this regard by the Registrar to the Issue to the respective SCSB within
6 (six) Working Days of the Tranche II Issue Closing Date. The Application Amount shall remain blocked in the ASBA
Account until transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of this Tranche
II Issue or until rejection of the Application, as the case may be.
For ASBA Applications submitted to the Lead Manager or Lead Broker or Trading Members of the Stock Exchange at
the Specified Cities, the ASBA Application will be uploaded onto the electronic system of the Stock Exchange and
deposited with the relevant branch of the SCSB at the Specified City named by such SCSB to accept such ASBA
Applications from the Lead Manager or Trading Members of the Stock Exchange, as the case may be (A list of such
branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). The relevant
branch of the SCSB shall perform verification procedures and block an amount in the ASBA Account equal to the
Application Amount specified in the ASBA Application.
For ASBA Applications submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account
equal to the Application Amount specified in the ASBA Application, before entering the ASBA Application into the
electronic system of the Stock Exchange. SCSBs may provide the electronic mode of application either through an
internet enabled application and banking facility or such other secured, electronically enabled mechanism for application
and blocking of funds in the ASBA Account.
Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account before submitting
the ASBA Application to the Lead Manager or Lead Broker or Trading Members of the Stock Exchange, as the case may
be, at the Specified Cities or to the Designated Branches of the SCSBs. An ASBA Application where the corresponding
ASBA Account does not have sufficient funds equal to the Application Amount at the time of blocking the ASBA
Account is liable to be rejected.
The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and
consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/ failure
of the Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of Allotment is
approved, the Registrar to the Issue shall send an appropriate request to the controlling branch of the SCSB for unblocking
the relevant ASBA Accounts and for transferring the amount pertaining to NCDs allotted to the successful Applicants to
the Public Issue Account(s). The balance amount remaining after the finalisation of the Basis of Allotment shall be
unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the respective SCSB
within 5 Working Days of the Tranche II Issue Closing Date. The Application Amount shall remain blocked in the ASBA
Account until transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of this Tranche
II Issue or until rejection of the ASBA Application, as the case may be. In case of withdrawal/ failure of the Tranche II
Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue.
261
Payment mechanism for Direct Online Applicants
Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure and
facilities in relation to direct online applications and online payment facility have been sought from the Stock Exchange
and the Stock Exchange has confirmed that the necessary infrastructure and facilities for the same have not been
implemented by the Stock Exchange. Hence, the Direct Online Application facility will not be available for this Tranche
II Issue.
Additional information for Applicants
1. Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected.
2. No separate receipts will be issued for the money blocked on the submission of Application Form. However, the
collection centre of the Designated Intermediaries will acknowledge the receipt of the Application Forms by
stamping and returning to the Applicant the acknowledgement slip. This acknowledgement slip will serve as the
duplicate of the Application Form for the records of the Applicant.
3. Applications should be submitted on the Application Form only. In the event that physical Application Form do not
bear the stamp of the Designated Intermediaries, or the relevant Designated Branch, as the case may be, they are
liable to be rejected.
4. Application Forms submitted by Applicants shall be for allotment of NCDs only in dematerialized form.
Additional Instructions for Retail Individual Investors using the UPI mechanism:
1. Before submission of the application form with the Designated Intermediary, a Retail Individual Investor shall
download the mobile app for UPI and create a UPI ID (xyz@bankname) of not more than 45 characters with its
bank and link it to his/ her bank account where the funds equivalent to the application amount is available.
2. The Retail Individual Investor shall fill in the bid details in the application form along with his/ her bank account
linked UPI ID and submit the application with any of the intermediaries or through the stock exchanges App/ Web
interface.
3. The Designated Intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the Stock
Exchange(s) bidding platform using appropriate protocols.
4. Once the bid has been entered in the bidding platform, the Stock Exchange(s) shall undertake validation of the PAN
and Demat account combination details of investor with the depository.
5. The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send
response to Stock Exchange(s) which would be shared by the Stock Exchange(s) with the Designated Intermediaries
through its platform, for corrections, if any.
6. Once the bid details are uploaded on the Stock Exchange(s) platform, the Stock Exchange(s) shall send an SMS to
the investor regarding submission of his / her application, at the end of day, during the bidding period. For the last
day of bidding, the SMS may be sent the next Working Day.
7. Post undertaking validation with the Depository, the Stock Exchange(s) shall, on a continuous basis, electronically
share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the Company.
8. The Sponsor Bank shall initiate a mandate request on the investor i.e. request the investor to authorize blocking of
funds equivalent to application amount and subsequent debit of funds in case of allotment.
9. The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS / intimation on
his / her mobile no. / mobile app, associated with the UPI ID linked bank account.
10. The investor shall be able to view the amount to be blocked as per his / her bid in such intimation. The investor shall
be able to view an attachment wherein the bid details submitted by such investor will be visible. After reviewing
the details properly, the investor shall be required to proceed to authorize the mandate. Such mandate raised by the
Sponsor Bank would be a one-time mandate for each application in this Tranche II Issue.
262
11. The investor is required to accept the UPI mandate latest by 5 pm on the third working day from the day of bidding
on the stock exchange platform except for the last day of the Tranche II Issue period or any other modified closure
date of the Tranche II Issue period in which case, he / she is required to accept the UPI mandate latest by 5 pm the
next Working Day.
12. The investor shall not be allowed to add or modify the bid(s) of the application except for modification of either DP
ID/Client ID, or PAN ID but not both. However, the investor can withdraw the bid(s) and reapply.
13. For mismatch bids, on successful validation of PAN and DP ID/ Client ID combination during T+1 (T being the
Tranche II Issue Closing Date) modification session, such bids will be sent to Sponsor Bank for further processing
by the Exchange on T+1 (T being the Tranche II Issue Closing Date) day till 1 pm
14. The facility of Re-initiation/ Resending the UPI mandate shall be available only till 5 pm on the day of bidding.
15. Upon successful validation of block request by the investor, as above, the said information would be electronically
received by the investors’ bank, where the funds, equivalent to application amount, would get blocked in investors
account. Intimation regarding confirmation of such block of funds in investors account would also be received by
the investor.
16. The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the
Sponsor Bank, which in turn would be shared with the Stock Exchange(s). The block request status would also be
displayed on the Stock Exchange(s) platform for information of the intermediary.
17. The information received from Sponsor Bank, would be shared by Stock Exchange(s) with the Registrar to the Issue
in the form of a file for the purpose of reconciliation.
18. Post closure of the Tranche II Issue, the Stock Exchange(s) shall share the bid details with the Registrar to the Issue.
Further, the Stock Exchange(s) shall also provide the Registrar to the Issue, the final file received from the Sponsor
Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to
applications made using UPI ID.
Applicants are advised not to submit Application Forms to Public Issue Account Banks and the same will be rejected in
such cases and the Applicants will not be entitled to any compensation whatsoever.
Filing of the Prospectus with ROC
A copy of the Shelf Prospectus and this Tranche II Prospectus shall be filed with the ROC in accordance with Section 26
and Section 31 of the Companies Act, 2013.
Our Company will issue a statutory advertisement on or before the Tranche II Issue Opening Date. This advertisement
will contain the information as prescribed under the SEBI NCS Regulations and Section 30 of the Companies Act, 2013.
Material updates, if any, between the date of filing of this Tranche II Prospectus with the ROC and the date of release of
the statutory advertisement will be included in the statutory advertisement.
Instructions for completing the Application Form
1. Applications must be made in the prescribed Application Form.
2. Application Forms are to be completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the
instructions contained in the Draft Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus and the
Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note that the
Designated Intermediaries will not be liable for errors in data entry due to incomplete or illegible Application Forms.
3. Applications are required to be for a minimum of such NCDs and in multiples of one NCD thereafter as specified
in the Issue Documents.
4. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution
263
of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.
5. Applications should be in single or joint names and not exceeding three names, and in the same order as their
Depository Participant details and Applications should be made by Karta in case the Applicant is an HUF. Applicants
are required to ensure that the PAN Details of the HUF are mentioned and not those of the Karta.
6. If the Application is submitted in joint names, the Application Form should contain only the name of the first
Applicant whose name should also appear as the first holder of the depository account held in joint names.
7. Applicants applying for Allotment must provide details of valid and active DP ID, Client ID and PAN clearly and
without error. On the basis of such Applicant’s active DP ID, Client ID and PAN provided in the Application Form,
and as entered into the electronic Application system of the Stock Exchange by the Designated Intermediaries, as
the case may be, the Registrar to the Issue will obtain from the Depository the Demographic Details. Invalid
accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for
Allotment of the NCDs.
8. Applicants must ensure that their Application Forms are made in a single name.
9. The minimum number of Applications and minimum application size shall be specified in the Tranche Prospectus.
Applicants may apply for one or more series of NCDs Applied for in a single Application Form.
10. If the ASBA Account holder is different from the Applicant, the Application Form should be signed by the ASBA
Account holder also, in accordance with the instructions provided in the Application Form.
11. Applicant should correctly mention the ASBA Account number and UPI ID in case applying through UPI
Mechanism and ensure that funds equal to the Application Amount are available in the ASBA Account before
submitting the Application Form and ensure that the signature in the Application Form matches with the signature
in the Applicant’s bank records.
12. All Applicants are required to tick the relevant column in the “Category of Investor” box in the Application Form.
13. Applications for all the series of the NCDs may be made in a single Application Form only.
The series, mode of allotment, PAN, demat account number, etc. should be captured by the relevant Designated
Intermediaries in the data entries as such data entries will be considered for allotment.
Applicants should note that neither the Members of the Syndicate nor the other Designated Intermediaries, as the case
may be, will be liable for error in data entry due to incomplete or illegible Application Forms. Our Company would allot
the NCDs, as specified in this Tranche II Prospectus to all valid Applications, wherein the Applicants have not indicated
their choice of the relevant series of NCDs.
Applicants’ PAN, Depository Account and Bank Account Details
ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE NCDS SHOULD MENTION THEIR DP ID,
CLIENT ID, PAN AND UPI ID (IN CASE APPLYING THROUGH UPI MECHANISM) IN THE
APPLICATION FORM. APPLICANTS MUST ENSURE THAT THE DP ID, CLIENT ID PAN AND UPI ID
GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE DP ID, CLIENT ID, PAN AND
UPI ID AVAILABLE IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY ACCOUNT IS HELD IN
JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF BOTH THE
HOLDERS OF THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH HOLDERS WOULD BE
REQUIRED IN THE APPLICATION FORM.
On the basis of the DP ID, Client ID,PAN and UPI ID provided by them in the Application Form, the Registrar to the
Issue will obtain from the Depository the Demographic Details of the Applicants including PAN and MICR code. These
Demographic Details would be used for giving Allotment Advice and refunds, if any, to the Applicants. Hence, Applicants
are advised to immediately update their Demographic Details (including bank account details) as appearing on the records
of the Depository Participant and ensure that they are true and correct. Please note that failure to do so could result in
delays in despatch/ credit of refunds, if any, to Applicants, delivery of Allotment Advice or unblocking of ASBA
Accounts at the Applicants’ sole risk, and neither the Members of the Syndicate nor the Designated Intermediaries, nor
the Registrar, nor the Banker(s) to the Issue, nor the SCSBs, nor our Company shall have any responsibility and undertake
264
any liability for the same.
Applicants should note that in case the DP ID, Client ID and PAN mentioned in the Application Form, as the case may
be and entered into the electronic Application system of the Stock Exchange by the Members of the Syndicate or the
Designated Intermediaries, as the case may be, do not match with the DP ID, Client ID and PAN available in the
Depository database or in case PAN is not available in the Depository database, the Application Form is liable to be
rejected and our Company, the Members of the Syndicate and the other Designated Intermediaries shall not be liable for
losses, if any.
These Demographic Details would be used for all correspondence with the Applicants including mailing of the Allotment
Advice and for refunds (if any) as applicable. The Demographic Details given by Applicants in the Application Form
would not be used for any other purpose by the Registrar to the Issue except in relation to this Issue.
By signing the Application Form, Applicants applying for the NCDs would be deemed to have authorised the Depositories
to provide, upon request, to the Registrar, the required Demographic Details as available on its records.
Allotment Advice would be mailed by post or e-mail at the address of the Applicants in accordance with the Demographic
Details received from the Depositories. Applicants may note that delivery of Allotment Advice may get delayed if the
same once sent to the address obtained from the Depositories are returned undelivered. Further, please note that any such
delay shall be at such Applicants’ sole risk and neither our Company, Banker(s) to the Issue, Registrar to the Issue nor
the Lead Manager shall be liable to compensate the Applicant for any losses caused to the Applicants due to any such
delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Draft
Shelf Prospectus, the Shelf Prospectus and this Tranche II Prospectus, refunds may be delayed if bank particulars obtained
from the Depository Participant are incorrect.
In case of Applications made under powers of attorney, our Company in its absolute discretion, reserves the right to
permit the holder of a power of attorney to request the Registrar to the Issue that for the purpose of printing particulars
on and mailing of the Allotment Advice through post, the Demographic Details obtained from the Depository of the
Applicant shall be used.
With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified
shall be suspended for credit and no credit of NCDs pursuant to this Issue will be made into the accounts of the Applicants.
Application Forms submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in
case no corresponding record is available with the Depositories, which matches the four parameters, namely, DP ID,
Client ID,PAN and UPI ID then such Applications are liable to be rejected.
Applicants should note that the NCDs will be allotted to all successful Applicants only in dematerialized form. The
Application Forms which do not have the details of the Applicant’s depository account, including DP ID, Client ID and
PAN and UPI ID (for Retail Individual Investor Applicants bidding using the UPI mechanism), shall be treated as
incomplete and will be rejected.
APPLICATIONS FOR ALLOTMENT OF NCDs IN THE DEMATERIALIZED FORM
Submission of Applications
Applicants can apply for NCDs only using the ASBA facility pursuant to SEBI Operational Circular. ASBA Applications
can be submitted through either of the following modes:
(a) Physically or electronically to the Designated Branches of the SCSB(s) with whom an Applicant’s ASBA Account
is maintained. In case of ASBA Application in physical mode, the Applicant shall submit the Application Form at
the relevant Designated Branch of the SCSB(s). The Designated Branch shall verify if sufficient funds equal to the
Application Amount are available in the ASBA Account and shall also verify that the signature on the Application
Form matches with the Investor’s bank records, as mentioned in the ASBA Application, prior to uploading such
ASBA Application into the electronic system of the Stock Exchange. If sufficient funds are not available in the
ASBA Account, the respective Designated Branch shall reject such ASBA Application and shall not upload such
ASBA Application in the electronic system of the Stock Exchange. If sufficient funds are available in the ASBA
Account, the Designated Branch shall block an amount equivalent to the Application Amount and upload details of
the ASBA Application in the electronic system of the Stock Exchange. The Designated Branch of the SCSBs shall
stamp the Application Form and issue an acknowledgement as proof of having accepted the Application. In case of
Application in the electronic mode, the Applicant shall submit the ASBA Application either through the internet
265
banking facility available with the SCSB, or such other electronically enabled mechanism for application and
blocking funds in the ASBA Account held with SCSB, and accordingly register such ASBA Applications.
(b) Physically through the Lead Brokers, Lead Manager, or Trading Members of the Stock Exchange only at the
Specified Cities i.e., Syndicate ASBA. Kindly note that ASBA Applications submitted to the Lead Brokers, Lead
Manager or Trading Members of the Stock Exchange at the Specified Cities will not be accepted if the SCSB where
the ASBA Account is maintained, as specified in the ASBA Application, is maintained has not named at least one
branch at that Specified City for the Lead Brokers, Lead Manager or Trading Members of the Stock Exchange, as
the case may be, to deposit ASBA Applications (A list of such branches is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).
(c) A UPI Investor making an Application in this Tranche II Issue under the UPI Mechanism, where the Application
Amount is upto ₹ 0.50 million, can submit his Application Form physically to a SCSB or a Designated Intermediary.
The Designated Intermediary shall upload the application details along with the UPI ID on the Stock Exchange’s
bidding platform using appropriate protocols. Kindly note that in this case, the Application Amount will be blocked
through the UPI Mechanism.
A UPI Investor may also submit the Application Form for this Tranche II Issue through BSE Direct, wherein the
Application will be automatically uploaded onto the Stock Exchange’s bidding platform and an amount equivalent to the
Application Amount shall be blocked using the UPI Mechanism.
Upon receipt of the Application Form by the Lead Brokers, Lead Manager or Trading Members of the Stock Exchange,
as the case may be, an acknowledgement shall be issued by giving the counter foil of the Application Form to the
Applicant as proof of having accepted the Application. Thereafter, the details of the Application shall be uploaded in the
electronic system of the Stock Exchange and the Application Form shall be forwarded to the relevant branch of the SCSB,
in the relevant Specified City, named by such SCSB to accept such ASBA Applications from the Lead Brokers, Lead
Manager or Trading Members of the Stock Exchange, as the case may be (A list of such branches is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). Upon receipt of the ASBA Application,
the relevant branch of the SCSB shall perform verification procedures including verification of the Applicant’s signature
with his bank records and check if sufficient funds equal to the Application Amount are available in the ASBA Account,
as mentioned in the ASBA Form. If sufficient funds are not available in the ASBA Account, the relevant ASBA
Application is liable to be rejected. If sufficient funds are available in the ASBA Account, the relevant branch of the
SCSB shall block an amount equivalent to the Application Amount mentioned in the ASBA Application. The Application
Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of
the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/ failure of this Tranche II Issue
or until withdrawal/ rejection of the Application Form, as the case may be.
Applicants must note that:
(a) Physical Application Forms will be available with the Designated Branches of the SCSBs and with the Lead
Manager and Trading Members of the Stock Exchange at the Specified Cities; and electronic Application Forms
will be available on the websites of the SCSBs and the Stock Exchange at least one day prior to the Tranche II Issue
Opening Date. Application Forms will also be provided to the Trading Members of the Stock Exchange at their
request. The Application Forms would be serially numbered. Further, the SCSBs will ensure that the Shelf
Prospectus and this Tranche II Prospectus is made available on their websites.
(b) The Designated Branches of the SCSBs shall accept ASBA Applications directly from Applicants only during the
Tranche II Issue Period. The SCSB shall not accept any ASBA Applications directly from Applicants after the
closing time of acceptance of Applications on the Tranche II Issue Closing Date. However, in case of Syndicate
ASBA, the relevant branches of the SCSBs at Specified Cities can accept ASBA Applications from the Lead
Manager or Trading Members of the Stock Exchange, as the case may be, after the closing time of acceptance of
Applications on the Tranche II Issue Closing Date. For further information on the Tranche II Issue programme,
please refer to the section titled “Issue Related Information” on page 229.
(c) In case of Applications through Syndicate ASBA, the physical Application Form shall bear the stamp of the Lead
Manager or Lead Broker or Trading Members of the Stock Exchange, as the case maybe, if not, the same shall be
rejected. Application Forms directly submitted to SCSBs should bear the stamp of SCSBs, if not, the same are liable
to be rejected.
Please note that Applicants can make an Application for Allotment of NCDs in the dematerialized form only.
266
INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM
General Instructions
A. General instructions for completing the Application Form
• Applications must be made in prescribed Application Form only;

• Application Forms must be completed in block letters in English, as per the instructions contained in the Draft
Shelf Prospectus, the Shelf Prospectus, this Tranche II Prospectus, the Abridged Prospectus and the Application
Form.
• If the Application is submitted in joint names, the Application Form should contain only the name of the first
Applicant whose name should also appear as the first holder of the depository account held in joint names.
• Applicants must apply for Allotment in dematerialised form and must provide details of valid and active DP ID,
Client ID and PAN clearly and without error. On the basis of such Applicant’s active DP ID, Client ID and PAN
provided in the Application Form, and as entered into the electronic Application system of Stock Exchange by
SCSBs, the Members of the Syndicate at the Syndicate ASBA Application Locations and the Trading Members,
as the case may be, the Registrar will obtain from the Depository the Demographic Details. Invalid accounts,
suspended accounts or where such account is classified as invalid or suspended may not be considered for
Allotment of the NCDs.
• The minimum number of Applications and minimum application size shall be specified in this Tranche II
Prospectus. Applicants may apply for one or more series of NCDs Applied for in a single Application Form.
• If the depository account is held in joint names, the Application Form should contain the name and PAN of the
person whose name appears first in the depository account and signature of only this person would be required
in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would
be required to give confirmation to this effect in the Application Form.
• Applications should be made by Karta in case of HUFs. Applicants are required to ensure that the PAN details
of the HUF are mentioned and not those of the Karta;
• Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages
specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or a
Special Executive Magistrate under his/her seal;
• No separate receipts will be issued for the money payable on the submission of the Application Form. However,
the Lead Manager, Lead Broker, Trading Members of the Stock Exchange or the Designated Branches of the
SCSBs, as the case may be, will acknowledge the receipt of the Application Forms by stamping and returning
to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the
Application Form for the records of the Applicant. Applicants must ensure that the requisite documents are
attached to the Application Form prior to submission and receipt of acknowledgement from the relevant Lead
Manager, Lead Broker, Trading Member of the Stock Exchange or the Designated Branch of the SCSBs, as the
case may be.
• Every Applicant should hold valid Permanent Account Number (PAN) and mention the same in the Application
Form.
• All Applicants are required to tick the relevant column of “Category of Investor” in the Application Form.
• ASBA will be the default “Mode of Application” as per the SEBI Operational Circular.
• Applicants should correctly mention the ASBA Account number and ensure that funds equal to the Application
Amount are available in the ASBA Account before submitting the Application Form to the Designated Branch
and also ensure that the signature in the Application Form matches with the signature in Applicant’s bank
records, otherwise the Application is liable to be rejected
The series, mode of allotment, PAN, demat account no. etc. should be captured by the relevant Lead Manager, Lead
Broker, Trading Member of the Stock Exchange in the data entries as such data entries will be considered for
allotment.
267
Applicants should note that neither the Lead Manager, Lead Broker, Trading Member of the Stock Exchange, Public
Issue Account Banks nor Designated Branches, as the case may be, will be liable for error in data entry due to
incomplete or illegible Application Forms.
Our Company would allot the series of NCDs, as specified in this Tranche II Prospectus to all valid Applications,
wherein the Applicants have not indicated their choice of the relevant series of NCDs.
B. Applicant’s Beneficiary Account and Bank Account Details
Applicants applying for Allotment in dematerialized form must mention their DP ID ,Client ID, PAN and UPI ID (in
case applying through UPI Mechanism) in the Application Form and ensure that the name provided in the Application
Form is exactly the same as the name in which the Beneficiary Account is held. In case the Application Form for
Allotment in dematerialized form is submitted in the first Applicant’s name, it should be ensured that the Beneficiary
Account is held in the same joint names and in the same sequence in which they appear in the Application Form. In
case the DP ID, Client ID and PAN mentioned in the Application Form for Allotment in dematerialized form and
entered into the electronic system of the Stock Exchange do not match with the DP ID, Client ID and PAN available
in the Depository database or in case PAN is not available in the Depository database, the Application Form for
Allotment in dematerialized form is liable to be rejected. Further, Application Forms submitted by Applicants applying
for Allotment in dematerialized form, whose beneficiary accounts are inactive, will be rejected.
On the basis of the DP ID and Client ID provided by the Applicant in the Application Form for Allotment in
dematerialized form and entered into the electronic system of the Stock Exchange, the Registrar to the Issue will
obtain from the Depositories the Demographic Details of the Applicant including PAN, address, bank account details
for printing on refund orders/sending refunds through electronic mode, Magnetic Ink Character Recognition
(“MICR”) Code and occupation. These Demographic Details would be used for giving Allotment Advice and refunds
(including through physical refund warrants, direct credit, NACH, NEFT and RTGS), if any, to the Applicants. Hence,
Applicants are advised to immediately update their Demographic Details as appearing on the records of the DP and
ensure that they are true and correct, and carefully fill in their Beneficiary Account details in the Application Form.
Failure to do so could result in delays in dispatch/credit of refunds to Applicants and delivery of Allotment Advice at
the Applicants’ sole risk, and neither our Company, the Lead Manager, Trading Members of the Stock Exchange,
Public Issue Account Bank(s), SCSBs, Registrar to the Issue nor the Stock Exchange will bear any responsibility or
liability for the same.
The Demographic Details would be used for correspondence with the Applicants including mailing of the Allotment
Advice and printing of bank particulars on the refund orders, or for refunds through electronic transfer of funds, as
applicable. Allotment Advice and physical refund orders (as applicable) would be mailed at the address of the
Applicant as per the Demographic Details received from the Depositories. Applicants may note that delivery of refund
orders/ Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are
returned undelivered. In such an event, the address and other details given by the Applicant in the Application Form
would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at such Applicants
sole risk and neither our Company, the Lead Manager, Trading Members of the Stock Exchange, Public Issue Account
Banks, SCSBs, Registrar to the Issue nor the Stock Exchange shall be liable to compensate the Applicant for any
losses caused to the Applicant due to any such delay or liable to pay any interest for such delay. In case of refunds
through electronic modes as detailed in this Tranche II Prospectus, refunds may be delayed if bank particulars obtained
from the Depository Participant are incorrect.
In case of Applications made under power of attorney, our Company in its absolute discretion, reserves the right to
permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on the
refund order and mailing of refund orders/ Allotment Advice, the demographic details obtained from the Depository
of the Applicant shall be used. By signing the Application Form, the Applicant would have deemed to have authorized
the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available
on its records. The Demographic Details given by Applicant in the Application Form would not be used for any other
purpose by the Registrar to the Issue except in relation to this Tranche II Issue.
With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been
verified shall be suspended for credit and no credit of NCDs pursuant to this Tranche II Issue will be made into the
accounts of such Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive
shall be rejected. Furthermore, in case no corresponding record is available with the Depositories, which matches the
three parameters, namely, DP ID, Client ID and PAN, then such Application are liable to be rejected.
268
C. Permanent Account Number (PAN)
The Applicant should mention his or her Permanent Account Number (PAN) allotted under the IT Act. For minor
Applicants, applying through the guardian, it is mandatory to mention the PAN of the minor Applicant. However,
Applications on behalf of the Central or State Government officials and the officials appointed by the courts in terms
of a SEBI circular dated June 30, 2008 and Applicants residing in the state of Sikkim who in terms of a SEBI circular
dated July 20, 2006 may be exempt from specifying their PAN for transacting in the securities market. In accordance
with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be the sole
identification number for the participants transacting in the securities market, irrespective of the amount of transaction.
Any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. It is to be
specifically noted that the Applicants should not submit the GIR number instead of the PAN as the Application is
liable to be rejected on this ground.
However, the exemption for the Central or State Government and the officials appointed by the courts and for investors
residing in the State of Sikkim is subject to the Depository Participants’ verifying the veracity of such claims by
collecting sufficient documentary evidence in support of their claims. At the time of ascertaining the validity of these
Applications, the Registrar to the Issue will check under the Depository records for the appropriate description under
the PAN field i.e., either Sikkim category or exempt category.
D. Joint Applications
If the depository account is held in joint names, the Application Form should contain the name and PAN of the person
whose name appears first in the depository account and signature of only this person would be required in the
Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required
to give confirmation to this effect in the Application Form
E. Additional/ Multiple Applications
An Applicant is allowed to make one or more Applications for the NCDs, subject to a minimum application size of
₹10,000 and in multiples of ₹1,000 thereafter as specified in the Shelf Prospectus and this Tranche II Prospectus. Any
Application for an amount below the aforesaid minimum application size will be deemed as an invalid application and
shall be rejected. However, multiple Applications by the same individual Applicant aggregating to a value exceeding
₹1,000,000 shall be deem such individual Applicant to be a HNI Applicant and all such Applications shall be grouped
in the HNI Portion, for the purpose of determining the basis of allotment to such Applicant. However, any Application
made by any person in his individual capacity and an Application made by such person in his capacity as a karta of a
Hindu Undivided family and/or as Applicant (second or third Applicant), shall not be deemed to be a multiple
Application. For the purposes of allotment of NCDs under this Tranche II Issue, Applications shall be grouped based
on the PAN, i.e., Applications under the same PAN shall be grouped together and treated as one Application. Two or
more Applications will be deemed to be multiple Applications if the sole or first Applicant is one and the same. For
the sake of clarity, two or more applications shall be deemed to be a multiple Application for the aforesaid purpose if
the PAN of the sole or the first Applicant is one and the same.
Electronic registration of Applications
(a) The Designated Intermediaries will register the Applications using the on-line facilities of Stock Exchange. The
Lead Manager, Lead Broker, our Company, and the Registrar to the Issue are not responsible for any acts, mistakes
or errors or omission and commissions in relation to (i) the Applications accepted by the Designated Intermediaries,
(ii) the Applications uploaded by the Designated Intermediaries, (iii) the Applications accepted but not uploaded by
the Designated Intermediaries, (iv) Applications accepted and uploaded by the SCSBs without blocking funds in
the ASBA Accounts or (iv) Applications accepted and uploaded by the Designated Intermediaries for which the
Application Amounts are not blocked by the SCSBs.
(b) The Stock Exchange will offer an electronic facility for registering Applications for this Tranche II Issue. This
facility will be available on the terminals of Syndicate Members and the other Designated Intermediaries during the
Tranche II Issue Period. On the Tranche II Issue Closing Date, the Syndicate Members and the other Designated
Intermediaries shall upload the Applications till such time as may be permitted by the Stock Exchange. This
information will be available with the Syndicate Members and the other Designated Intermediaries on a regular
basis. Applicants are cautioned that a high inflow of high volumes on the last day of the Tranche II Issue Period
may lead to some Applications received on the last day not being uploaded and such Applications will not be
considered for allocation.
269
(c) Based on the aggregate demand for Applications registered on the electronic facilities of the Stock Exchange, a
graphical representation of consolidated demand for the NCDs, as available on the websites of the Stock Exchange,
would be made available at the Application centres as provided in the Application Form during the Tranche II Issue
Period.
(d) At the time of registering each Application, the Designated Intermediaries, shall enter the details of the Applicant,
such as the Application Form number, PAN, Applicant category, DP ID, Client ID, number and Option(s) of NCDs
applied, Application Amounts and any other details that may be prescribed by the online uploading platform of the
Stock Exchange.
(e) A system generated Acknowledgement Slip will be given to the Applicant as a proof of the registration of his
Application. It is the Applicant’s responsibility to obtain the Acknowledgement Slip from the Syndicate Members
or the other Designated Intermediaries, as the case may be. The registration of the Applications by the Designated
Intermediaries does not guarantee that the NCDs shall be allocated/ Allotted by our Company. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind.
(f) The permission given by the Stock Exchange to use their network and software of the online system should not in
any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company, and/or the Lead Manager are cleared or approved by the Stock Exchange; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other
requirements nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Tranche II Prospectus; nor does it warrant that the NCDs
will be listed or will continue to be listed on the Stock Exchange.
(g) In case of apparent data entry error by the Designated Intermediaries, in entering the Application Form numbers in
their respective schedules, other things remaining unchanged, the Application Form may be considered as valid or
such exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange.
(h) Only Applications that are uploaded on the online system of the Stock Exchange shall be considered for Allotment.
The Designated Intermediaries shall capture all data relevant for the purposes of finalizing the Basis of Allotment
while uploading Application data in the electronic systems of the Stock Exchange. In order that the data so captured
is accurate, Designated Intermediaries will be given up to one Working Day after the Tranche II Issue Closing Date
to modify/ verify certain selected fields uploaded in the online system during the Tranche II Issue Period after which
the data will be sent to the Registrar to the Issue for reconciliation with the data available with the NSDL and CDSL.
Process for investor application submitted with UPI as mode of payment
(a) Before submission of the application with the intermediary, the investor would be required to have / create a UPI ID,
with a maximum length of 45 characters including the handle (Example: InvestorID@bankname).
(b) An investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID and
submit the application with any of the intermediaries or through the stock exchange App/ Web interface, or any other
methods as may be permitted.
(c) The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock exchange
bidding platform using appropriate protocols.
(d) Once the bid has been entered in the bidding platform, the Stock Exchange shall undertake validation of the PAN and
Demat account combination details of investor with the depository.
(e) The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response
to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections,
if any.
(f) Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the
investor regarding submission of his / her application, at the end of day, during the bidding period. For the last day of
bidding, the SMS may be sent the next working day.
270
(g) Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share
the bid details along with investors UPI ID, with the Sponsor Bank appointed by the issuer.
(h) The Sponsor Bank shall initiate a mandate request on the investor
(i) The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS / intimation on his
/ her mobile no. / mobile app, associated with the UPI ID linked bank account.
(j) The investor shall be able to view the amount to be blocked as per his / her bid in such intimation. The investor shall
be able to view an attachment wherein the public issue bid details submitted by investor will be visible. After reviewing
the details properly, the investor shall be required to proceed to authorize the mandate. Such mandate raised by sponsor
bank would be a one-time mandate for each application in the public issue.
(k) An investor is required to accept the UPI mandate latest by 5 pm on the third working day from the day of bidding on
the stock exchange platform except for the last day of the issue period or any other modified closure date of the issue
period in which case, he / she is required to accept the UPI mandate latest by 5 pm the next working day.
(l) An investor shall not be allowed to add or modify the bid(s) of the application except for modification of either DP
ID/Client ID, or PAN ID but not both. However, the investor can withdraw the bid(s) and reapply.
(m) For mismatch bids, on successful validation of PAN and DP ID/ Client ID combination during T+1 modification
session, such bids will be sent to Sponsor Bank for further processing by the Exchange on T+1 day till 1 PM.
(n) The facility of re-initiation/ resending the UPI mandate shall be available only till 5 pm on the day of bidding.
(o) Upon successful validation of block request by the investor, as above, the said information would be electronically
received by the investors’ bank, where the funds, equivalent to application amount, would get blocked in investors
account. Intimation regarding confirmation of such block of funds in investors account would also be received by the
investor.
(p) The information containing status of block request (e.g. accepted / decline / pending) would also be shared with the
Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be
displayed on the Stock Exchange platform for information of the intermediary.
(q) The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for
the purpose of reconciliation.
(r) Post closure of the offer, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall
also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise,
along with the bank account details with respect to applications made using UPI ID.
(s) The allotment of debt securities shall be done as per SEBI NCS Regulations and SEBI Operational Circular.
(t) The RTA, based on information of bidding and blocking received from the Stock Exchange, shall undertake
reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications
(with and without the use of UPI) and prepare the basis of allotment.
(u) Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with Sponsor bank (through Stock
Exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds
in the investor’s account. The Sponsor Bank, based on the mandate approved by the investor at the time of blocking
of funds, shall raise the debit / collect request from the investor’s bank account, whereupon funds will be transferred
from investor’s account to the public issue account and remaining funds, if any, will be unblocked without any manual
intervention by investor or their bank.
(v) Upon confirmation of receipt of funds in the public issue account, the securities would be credited to the investor’s
account. The investor will be notified for full/partial allotment. For partial allotment, the remaining funds would be
unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor.
(w) Thereafter, Stock Exchange will issue the listing and trading approval.
271
(x) Further, in accordance with the Operational Instructions and Guidelines for Making Application for Public Issue of
Debt Securities through BSEDirect issued by BSE on December 28, 2020 the investor shall also be responsible for
the following:
i. Investor shall check the Tranche II Issue details before placing desired bids;
ii. Investor shall check and understand the UPI mandate acceptance and block of funds process before placing the
bid;
iii. The receipt of the SMS for mandate acceptance is dependent upon the system response/ integration of UPI on
Debt Public Issue System;
iv. Investor shall accept the UPI Mandate Requests within the stipulated timeline;
v. Investor shall note that the transaction will be treated as completed only after the acceptance of mandates by the
investor by way of authorising the transaction by entering their UPI pin and successfully blocking funds through
the ASBA process by the investor’s bank;
vi. Investor shall check the status of their bid with respect to the mandate acceptance and blocking of funds for the
completion of the transaction; and
vii. In case the investor does not accept the mandate within stipulated timelines, in such case their bid will not be
considered for allocation.
Kindly note, the Stock Exchange(s) shall be responsible for addressing investor grievances arising from Applications
submitted online through the App based/ web interface platform of Stock Exchanges or through their Trading
Members.
Further, the collecting bank shall be responsible for addressing any investor grievances arising from no confirmation
of funds to the Registrar despite successful realization/blocking of funds, or any delay or operational lapse by the
collecting bank in sending the Application forms to the Registrar to the Issue.
General Instructions
Do’s
1. Check if you are eligible to apply as per the terms of the Draft Shelf Prospectus, the Shelf Prospectus, this Tranche
II Prospectus and applicable law;
2. Read all the instructions carefully and complete the Application Form in the prescribed form;
3. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to
apply for, subscribe to and/or seek Allotment of NCDs pursuant to this Tranche II Issue.
4. Ensure that the DP ID and Client ID are correct and beneficiary account is activated for Allotment of NCDs in
dematerialized form. The requirement for providing Depository Participant details shall be mandatory for all
Applicants.
5. Ensure that you have mentioned the correct ASBA Account number in the Application Form;
6. Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the
Application Form to the respective Designated Branch of the SCSB, or to the Intermediaries, as the case may be.
7. Ensure that you have been given an acknowledgement as proof of having accepted the Application Form;
8. In case of any revision of Application in connection with any of the fields which are not allowed to be modified on
the electronic application platform of the Stock Exchange as per the procedures and requirements prescribed by
each relevant Stock Exchange, ensure that you have first withdrawn your original Application and submit a fresh
Application. For instance, as per the notice No: 20120831-22 dated August 31, 2012 issued by the BSE, fields
namely, quantity, series, application no., sub-category codes will not be allowed for modification during this
Tranche II Issue. In such a case the date of the fresh Application will be considered for date priority for allotment
purposes.
9. Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India is
attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.
10. Ensure that the DP ID, the Client ID and the PAN mentioned in the Application Form, which shall be entered into
the electronic system of the Stock Exchange, match with the DP ID, Client ID and PAN available in the Depository
database;
272
11. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the
Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name of the Karta.
However, the PAN of the HUF should be mentioned in the Application Form and not that of the Karta;
12. Ensure that the Applications are submitted to the Lead Manager, Lead Broker, Trading Members of the Stock
Exchange or Designated Branches of the SCSBs, as the case may be, before the closure of application hours on the
Tranche II Issue Closing Date. For further information on the Tranche II Issue programme, please see the section
titled “Issue Related Information” on page 229.
13. Ensure that the Demographic Details including PAN are updated, true and correct in all respects;
14. Permanent Account Number: Except for Application (i) on behalf of the Central or State Government and officials
appointed by the courts, and (ii) (subject to SEBI circular dated April 3, 2008) from the residents of the state of
Sikkim, each of the Applicants should provide their PAN. Application Forms in which the PAN is not provided will
be rejected. The exemption for the Central or State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the demographic details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as
per the demographic details evidencing the same;
15. Ensure that if the depository account is held in joint names, the Application Form should contain the name and PAN
of the person whose name appears first in the depository account and signature of only this person would be required
in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be
required to give confirmation to this effect in the Application Form;
16. All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form; and
17. Tick the series of NCDs in the Application Form that you wish to apply for.
18. Check if you are eligible to Apply under ASBA;
19. Retail individual investors using the UPI Mechanism to ensure that they submit bids upto the application value of
₹ 500,000;
20. Investor using the UPI Mechanism should ensure that the correct UPI ID (with maximum length of 45 characters
including the handle) is mentioned in the Bid cum Application Form;
21. Investors bidding using the UPI Mechanism should ensure that they use only their own bank account linked UPI ID
to make an application in the issue and submit the application with any of the intermediaries or through the Stock
Exchange App/ Web interface
22. Ensure that you give the correct details of your ASBA Account including bank account number/ bank name and
branch;
23. Ensure that your Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account
is maintained or with the Lead Manager or Lead Broker or Trading Members of the Stock Exchange at the Specified
Cities, and not directly to the Public Issue Account Banks (assuming that such bank is not a SCSB) or to our
Company or the Registrar to the Issue;
24. In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to the
Trading Members of the Stock Exchange, ensure that the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has named at-least one branch in that Specified City for the Lead Manager or Lead Broker or
Trading Members of the Stock Exchange, as the case may be, to deposit ASBA Forms (A list of such branches is
available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries);
25. In terms of the SEBI circular CIR/CFD/DIL/1/2013 dated January 2, 2013, in case of an SCSB making an ASBA
Application, such ASBA Application should be made through an ASBA Account utilised solely for the purpose of
applying in public issues and maintained in the name of such SCSB Applicant with a different SCSB, wherein clear
demarcated funds are available.
26. Ensure that the Application Form is signed by the ASBA Account holder in case the Applicant is not the account
holder;
27. Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the
Application Form and that your signature in the Application Form matches with your available bank records;
28. Ensure that you have correctly ticked, provided or checked the authorisation box in the Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Bank, as applicable, via the electronic mode, for
273
blocking funds in the ASBA Account equivalent to the Application Amount mentioned in the Application Form as
the case may be, at the time of submission of the Bid. In case of Retail Individual Investor submitting their Bids and
participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised
by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;
29. Ensure that you receive an acknowledgement from the Designated Branch or the concerned Lead Manager or Lead
Broker or Trading Member of the Stock Exchange, as the case may be, for the submission of the Application Form.
30. Retail Individual Investors submitting Application Form using the UPI Mechanism, should ensure that the: (a) bank
where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used
for making the Bid, are listed on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
In terms of SEBI Operational Circular dated January 2, 2013, SCSBs making applications on their own account using
ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such
account shall be used solely for the purpose of making application in public issues and clear demarcated funds should be
available in such account.
SEBI Operational Circular stipulates the time between closure of the Tranche II Issue and listing at six Working Days.
In order to enable compliance with the above timelines, investors are advised to use ASBA facility only to make payment.
Don’ts:
1. Do not apply for lower than the minimum application size;

2. Do not pay the Application Amount in cash, by money order or by postal order or by stock invest;
3. Do not send Application Forms by post; instead submit the same to the Lead Brokers, sub-brokers, Trading
Members of the Stock Exchange or Designated Branches of the SCSBs, as the case may be;
4. Do not fill up the Application Form such that the NCDs applied for exceeds the Tranche II Issue size and/or
investment limit or maximum number of NCDs that can be held under the applicable laws or regulations or
maximum amount permissible under the applicable regulations;
5. Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground;
6. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which
is suspended or for which details cannot be verified by the Registrar to the Issue;
7. Do not submit the Application Forms without ensuring that funds equivalent to the entire Application Amount are
available for blocking in the relevant ASBA Account;
8. Do not submit Applications on plain paper or on incomplete or illegible Application Forms;
9. Do not apply if you are not competent to contract under the Indian Contract Act, 1872;
10. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your relevant
constitutional documents or otherwise;
11. Do not submit an Application that does not comply with the securities law of your respective jurisdiction;
12. Do not apply if you are a person ineligible to apply for NCDs under the Tranche II Issue including Applications by
Persons Resident Outside India, NRI (inter-alia including NRIs who are (i) based in the USA, and/or, (ii) domiciled
in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA); and
13. Do not make an application of the NCD on multiple copies taken of a single form.
14. Payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA
Accounts shall not be accepted under the ASBA process;
15. Do not submit the Application Form to the Lead Manager or Trading Members of the Stock Exchange, as the case
may be, at a location other than the Specified Cities.
16. Do not send your physical Application Form by post. Instead submit the same to a Designated Branch or the Lead
Manager or Trading Members of the Stock Exchange, as the case may be, at the Specified Cities; and
17. Do not submit more than five Application Forms per ASBA Account.
274
18. If you are a Retail Individual Investor who is submitting the ASBA Application with any of the Designated
Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account
or third-party linked bank account UPI ID;
19. Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB and/or
mobile applications which are not mentioned in the list provided in the SEBI;
20. Do not submit a bid using UPI ID, if you are not a Retail Individual Investor and if the Application is for an amount
more than ₹500,000;
Kindly note that Applications submitted to the Designated Intermediaries will not be accepted if the SCSB where the
ASBA Account, as specified in the Application Form, is maintained has not named at least one branch at that location
for the Designated Intermediaries to deposit such Application Forms. (A list of such branches is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes).
Depository Arrangements
Our Company has made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in
dematerialised form. In this context:
1. Tripartite Agreements dated December 8, 2020 and between us, the Registrar to the Issue and CDSL for offering
depository option to the Applicants.
2. Tripartite Agreements dated December 17, 2020 and between us, the Registrar to the Issue and NSDL for offering
depository option to the Applicants.
3. An Applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or
CDSL prior to making the Application.
4. NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicant's respective
beneficiary account(s) with the DP.
5. Non-transferable Allotment Advice/ refund orders will be directly sent to the Applicant by the Registrar to the Issue.
6. It may be noted that NCDs in electronic form can be traded only on Stock Exchange having electronic connectivity
with NSDL or CDSL. The Stock Exchange have connectivity with NSDL and CDSL.
7. Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those NCD holders
whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of
those NCDs for which the beneficial owner is not identified by the Depository as on the Record Date/ book closure
date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner
is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the
beneficiaries, as identified, within a period of 30 days.
8. The trading of the NCDs on the floor of the Stock Exchange shall be in dematerialized form in multiples of One
NCD only.
Allottees will have the option to rematerialise the NCDs Allotted under the Tranche II Issue as per the provisions of the
Companies Act, 2013 and the Depositories Act.
For further information relating to Applications for Allotment of the NCDs in dematerialised form, please see “Issue
Procedure” on page 253.
Communications
All future communications in connection with Applications made in the Tranche II Issue should be addressed to the
Registrar to the Issue quoting all relevant details as regards the Applicant and its Application.
Applicants can contact our Company Secretary and Compliance Officer or the Registrar to the Issue in case of any pre-
Issue related problems and/or Post-Issue related problems such as non-receipt of Allotment Advice non-credit of NCDs
in depository’s beneficiary account/ etc. Please note that Applicants who have applied for the NCDs through Designated
Intermediaries should contact the Stock Exchange in case of any Post-Issue related problems, such as non-receipt of
Allotment Advice / non-credit of NCDs in depository’s beneficiary account/ etc.
275
Grievances relating to Direct Online Applications may be addressed to the Registrar to the Issue, with a copy to the
relevant Stock Exchange.
Interest in case of Delay
Our Company undertakes to pay interest, in connection with any delay in allotment, demat credit and refunds, beyond
the time limit as may be prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated
under such applicable statutory and/or regulatory requirements.
Undertaking by the Issuer
Statement by the Board:
a. All monies received pursuant to the Tranche II Issue of NCDs to public shall be transferred to a separate bank
account as referred to in sub-section (3) of section 40 of the Companies Act, 2013.
b. Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate separate
head in our Balance Sheet indicating the purpose for which such monies had been utilised; and
c. Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed under an
appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been
invested.
d. the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of
public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds
of such previous issue remains unutilized indicating the purpose for which such monies have been utilized, and the
securities or other forms of financial assets in which such unutilized monies have been invested;
e. we shall utilize the Tranche II Issue proceeds only upon creation of security as stated in this Tranche II Prospectus
in the section titled “Terms of the Issue” on page 236 and after (a) permissions or consents for creation of pari passu
charge have been obtained from the creditors who have pari passu charge over the assets sought to be provided as
Security; (b) receipt of the minimum subscription of 75% of the Base Issue amount; (c) completion of Allotment
and refund process in compliance with Section 40 of the Companies Act, 2013; (d) creation of security and
confirmation of the same in terms of NCDs and (e) receipt of listing and trading approval from the Stock Exchanges;
f. The Tranche II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property.
g. The allotment letter shall be issued, or application money shall be unblocked within 15 days from the closure of the
Tranche II Issue or such lesser time as may be specified by SEBI, or else the application money shall be refunded
to the applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of 15% per
annum for the delayed period;
Other Undertakings by our Company
Our Company undertakes that:
a. Complaints received in respect of the Tranche II Issue will be attended to by our Company expeditiously and
satisfactorily;
b. Necessary cooperation to the relevant credit rating agency(ies) will be extended in providing true and adequate
information until the obligations in respect of the NCDs are outstanding;
c. Our Company will take necessary steps for the purpose of getting the NCDs listed within the specified time, i.e.,
within six Working Days of the Tranche II Issue Closing Date;
d. Funds required for dispatch of Allotment Advice will be made available by our Company to the Registrar to the
Issue;
e. Our Company will forward details of utilisation of the proceeds of this Tranche II Issue, duly certified by the Current
Statutory Auditor, to the Debenture Trustee;
f. Our Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of
compliance with the terms and conditions of the Tranche II Issue as contained in this Tranche II Prospectus.
276
g. We shall make necessary disclosures/reporting under any other legal or regulatory requirement as may be required
by our Company from time to time.
h. We shall create a recovery expense fund in the manner as may be specified by the Board from time to time and
inform the Debenture Trustee about the same.
i. We undertake that the assets on which charge is created, are free from any encumbrances and in cases where the
assets are already charged to secure a debt, the permission or consent to create a second or pari-passu charge on the
assets of the issuer has been obtained from the earlier creditor.
j. Our Company will disclose the complete name and address of the Debenture Trustee in its annual report.
Rejection of Applications
As set out below or if all required information is not provided or the Application Form is incomplete in any respect, the
Board of Directors and/or any committee of our Company reserves it’s 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.
Application may be rejected on one or more technical grounds, including but not restricted to:
• Application by persons not competent to contract under the Indian Contract Act, 1872, as amended, (other than
minors having valid Depository Account as per Demographic Details provided by Depositories);
• Applications accompanied by cash, draft, cheques, money order or any other mode of payment other than amounts
blocked in the Bidders’ ASBA Account maintained with an SCSB;
• Applications not being signed by the sole/joint Applicant(s);
• Investor Category in the Application Form not being ticked;
• Application Amount blocked being higher or lower than the value of NCDs Applied for. However, our Company
may allot NCDs up to the number of NCDs Applied for, if the value of such NCDs Applied for exceeds the minimum
application size;
• Applications where a registered address in India is not provided for the Applicant;
• In case of partnership firms (except LLPs), NCDs applied for in the name of the partnership and not the names of
the individual partners(s);
• Minor Applicants (applying through the guardian) without mentioning the PAN of the minor Applicant;
• PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State
Government and the officials appointed by the courts and by investors residing in the State of Sikkim, provided
such claims have been verified by the Depository Participants. In case of minor Applicants applying through
guardian when PAN of the Applicant is not mentioned;
• DP ID and Client ID not mentioned in the Application Form;
• GIR number furnished instead of PAN;
• Applications by OCBs;
• Applications for an amount below the minimum application size;
• Submission of more than five ASBA Forms per ASBA Account;
• Applications by persons who are not eligible to acquire NCDs of our Company in terms of applicable laws, rules,
regulations, guidelines and approvals;
• In case of Applications under power of attorney or by limited companies, corporate, trust etc., submitted without
relevant documents;
• Applications accompanied by Stock invest/ cheque/ money order/ postal order/ cash;
• Signature of sole Applicant missing or, in case of joint Applicants, the Application Forms not being signed by the
first Applicant (as per the order appearing in the records of the Depository);
• Applications by persons debarred from accessing capital markets, by SEBI or any other regulatory authority.
277
• Date of Birth for first/sole Applicant for persons applying for Allotment not mentioned in the Application Form.
• Application Forms not being signed by the ASBA Account holder if the account holder is different from the
Applicant.
• If the signature of the ASBA Account holder on the Application Form does not match with the signature available
on the SCSB Bank’s records where the ASBA Account mentioned in the Application Form is maintained;
• Application Forms submitted to the Designated Intermediaries or to the Designated Branches of the SCSBs does
not bear the stamp of the SCSB and/or the Designated Intermediaries, as the case may be;
• ASBA Applications not having details of the ASBA Account to be blocked;
• In case no corresponding record is available with the Depositories that matches three parameters namely, DP ID,
Client ID and PAN or if PAN is not available in the Depository database;
• Inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the ASBA
Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is
received from the SCSB for blocking of funds;
• If an authorization to the SCSB or Sponsor Bank for blocking funds in the ASBA Account or acceptance of UPI
Mandate Request raised has not been provided;
• The UPI Mandate Request is not approved by the Retail Individual Investor;
• SCSB making an ASBA application (a) through an ASBA account maintained with its own self or (b) through an
ASBA Account maintained through a different SCSB not in its own name or (c) through an ASBA Account
maintained through a different SCSB in its own name, where clear demarcated funds are not present or (d) through
an ASBA Account maintained through a different SCSB in its own name which ASBA Account is not utilised solely
for the purpose of applying in public issues;
• Applications for amounts greater than the maximum permissible amount prescribed by the regulations and
applicable law;
• Authorization to the SCSB for blocking funds in the ASBA Account not provided;
• Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any
other regulatory authority;
• Applications by any person outside India;
• Applications by other persons who are not eligible to apply for NCDs under the Tranche II Issue under applicable
Indian or foreign statutory/regulatory requirements;
• Applications not uploaded on the online platform of the Stock Exchange;
• Applications uploaded after the expiry of the allocated time on the Tranche II Issue Closing Date, unless extended
by the Stock Exchange, as applicable;
• Application Forms not delivered by the Applicant within the time prescribed as per the Application Form and the
Draft Shelf Prospectus, Shelf Prospectus and this Tranche II Prospectus;
• Applications by Applicants whose demat accounts have been 'suspended for credit' pursuant to the circular issued
by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;
• Where PAN details in the Application Form and as entered into the electronic system of the Stock Exchange, are
not as per the records of the Depositories;
• Applications providing an inoperative demat account number;
• ASBA Applications submitted to the Designated Intermediaries, at locations other than the Specified Cities or at a
Designated Branch of a SCSB where the ASBA Account is not maintained, and Applications submitted directly to
the Banker to the Issue (assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;
• Category not ticked;
• Forms not uploaded on the electronic software of the Stock Exchange and/or in case of cancellation of one or more
orders (series) within an Application, leading to total order quantity falling under the minimum quantity required
for a single Application.
278
Kindly note that ASBA Applications submitted to the Lead Manager, or Trading Members of the Stock Exchange,
Members of the Syndicate, Designated Intermediaries at the Specified Cities will not be accepted if the SCSB where the
ASBA Account, as specified in the ASBA Form, is maintained has not named at least one branch at that Specified City
for the Lead Manager, or Trading Members of the Stock Exchange, Members of the Syndicate, Designated
Intermediaries, as the case may be, to deposit ASBA Applications (A list of such branches is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).
For information on certain procedures to be carried out by the Registrar to the Offer for finalization of the basis of
allotment, please see below “Issue Procedure-Information for Applicants”.
Information for Applicants
In case of ASBA Applications submitted to the SCSBs, in terms of the SEBI circular CIR/CFD/DIL/3/2010 dated April
22, 2010, the Registrar to the Issue will reconcile the compiled data received from the Stock Exchange and all SCSBs
and match the same with the Depository database for correctness of DP ID, Client ID and PAN. The Registrar to the
Issue will undertake technical rejections based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, our Company, in consultation with the Designated
Stock Exchange, the Lead Manager and the Registrar to the Issue, reserves the right to proceed as per the Depository
records for such ASBA Applications or treat such ASBA Applications as rejected.
In case of Applicants submitted to the Lead Manager, Lead Broker and Trading Members of the Stock Exchange at the
Specified Cities, the basis of allotment will be based on the Registrar‘s validation of the electronic details with the
Depository records, and the complete reconciliation of the final certificates received from the SCSBs with the electronic
details in terms of the SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011. The Registrar to the Issue will undertake
technical rejections based on the electronic details and the Depository database. In case of any discrepancy between the
electronic data and the Depository records, our Company, in consultation with the Designated Stock Exchange, the Lead
Manager and the Registrar to the Issue, reserves the right to proceed as per the Depository records or treat such ASBA
Application as rejected.
Based on the information provided by the Depositories, our Company shall have the right to accept Applications
belonging to an account for the benefit of a minor (under guardianship).
In case of Applications for a higher number of NCDs than specified for that category of Applicant, only the maximum
amount permissible for such category of Applicant will be considered for Allotment.
Mode of making refunds
The Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the
extent of the Application Amount specified in the Application Forms for withdrawn, rejected or unsuccessful or partially
successful Applications within 5 Working Days of the Tranche II Issue Closing Date.
Retention of oversubscription
Our Company shall have an option to retain over-subscription up to the Tranche II Issue limit.
Basis of Allotment
The Registrar will aggregate the Applications, based on the applications received through an electronic book from the
Stock Exchange and determine the valid Application for the purpose of drawing the valid Applications for the purpose
of drawing the basis of allocation.
Grouping of Applications and allocation ratio
For the purposes of the basis of allotment:
A. Applications received from Category I Applicants: Applications received from Applicants belonging to Category I
shall be grouped together, (“Institutional Portion”).
B. Applications received from Category II Applicants: Applications received from Applicants belonging to Category
279
II, shall be grouped together, (“Non-Institutional Portion”).
C. Applications received from Category III Applicants: Applications received from Applicants belonging to Category
III shall be grouped together, (“High Net-worth Individual Category Portion”).
D. Applications received from Category IV Applicants: Applications received from Applicants belonging to Category
IV shall be grouped together, (“Retail Individual Category Portion”).
For removal of doubt, the terms “Institutional Portion”, “Non-Institutional Portion”, “High Net-worth Individual
Category Portion” and “Retail Individual Category Portion” are individually referred to as “Portion” and collectively
referred to as “Portions”.
Allocation Ratio
Institutional Portion Non-Institutional Portion High Net Worth Individual Retail Individual Investors
Investors Portion Portion
10% 10% 40% 40%
(a) Allotments in the first instance:
i. Applicants belonging to the Institutional Portion, in the first instance, will be allocated NCDs up to 10 % of
Tranche II Issue Limit on first come first serve basis which would be determined on the date of upload of their
Applications in to the electronic platform of the Stock Exchange;
ii. Applicants belonging to the Non-Institutional Portion, in the first instance, will be allocated NCDs up to 10 % of
Tranche II Issue Limit on first come first serve basis which would be determined on the date of upload of their
Applications in to the electronic platform of the Stock Exchange;
iii. Applicants belonging to the High Net Worth Individual Investors Portion, in the first instance, will be allocated
NCDs up to 40 % of Tranche II Issue Limit on first come first serve basis which would be determined on the date
of upload of their Applications in to the electronic platform of the Stock Exchange; and
iv. Applicants belonging to the Retail Individual Investors Portion, in the first instance, will be allocated NCDs up
to 40 % of Tranche II Issue Limit on first come first serve basis which would be determined on the date of upload
of their Applications in to the electronic platform of the Stock Exchange.
Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-come
first-serve basis, based on the date of upload of each Application in to the Electronic Book with the Stock Exchange,
in each Portion subject to the Allocation Ratio indicated at the section titled “Issue Procedure – Basis of Allotment”
at page 279.
As per the SEBI Operational Circular, the allotment in this Tranche II Issue is required to be made on the basis of date
of upload of each application into the electronic book of the Stock Exchange. However, on the date of oversubscription
and thereafter, the allotments should be made to the applicants on proportionate basis.
(b) Under Subscription: If there is any under subscription in any Category, priority in Allotments will be given to the
Retail Individual Investors Portion, High Net Worth Individual Investors Portion, and balance, if any, shall be first
made to applicants of the Non-Institutional Portion, followed by the Institutional Portion on a first come first serve
basis, on proportionate basis. If there is under subscription in the overall Tranche II Issue Limit due to
undersubscription in each Portion, all valid Applications received till the end of last day of the Issue Closure day shall
be grouped together in each Portion and full and firm Allotments will be made to all valid Applications in each Portion.
(c) For each Category, all Applications uploaded on the same day onto the electronic platform of the Stock Exchange
would be treated at par with each other. Allotment would be on proportionate basis, where NCDs uploaded into the
platform of the Stock Exchanges on a particular date exceeds NCDs to be Allotted for each portion respectively.
(d) Minimum Allotments of 1 (one) NCD and in multiples of 1 (one) NCD thereafter would be made in case of each valid
Application to all Applicants.
(e) Allotments in case of oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible,
280
will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of the NCDs to
the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and
proportionate allotment of NCDs to the Applicants on the date of oversubscription and thereafter (based on the date
of upload of each Application on the electronic platform of the Stock Exchange, in each Portion).
For the purpose of clarity, in case of oversubscription please see the below indicative scenarios:
In case of an oversubscription in all Portions resulting in an oversubscription in the Tranche II Issue Limit, Allotments
to the maximum permissible limit, as possible, will be made on a first-come first serve basis and thereafter on
proportionate basis, i.e. full allotment of the NCDs to the Applicants on a first come first basis up to the date falling 1
(one) day prior to the date of oversubscription to respective Portion and proportionate allotment of NCDs to the
Applicants on the date of oversubscription and thereafter in respective Portion (based on the date of upload of each
Application on the electronic platform of the Stock Exchanges in each Portion).
In case there is oversubscription in Tranche II Issue Limit, however there is under subscription in one or more
Portion(s) Allotments will be made in the following order:
(i) All valid Applications in the undersubscribed Portion(s) uploaded on the electronic platform of the Stock
Exchanges till the end of the last day of the Issue Period, shall receive full and firm allotment
(ii) In case of Portion(s) that are oversubscribed, allotment shall be made to valid Applications received on a first
come first serve basis, based on the date of upload of each Application in to the electronic platform of the Stock
Exchanges. Priority for allocation of the remaining undersubscribed Portion(s) shall be given to day wise
Applications received in the Retail Individual Investors Portion followed by High Net Worth Individual Investors
Portion, next Non-Institutional Portion and lastly Institutional Portion each according to the day of upload of
Applications to the Electronic Book with Stock Exchange during the Issue period.
(f) Proportionate Allotments: For each Portion, on the date of oversubscription and thereafter:
i. Allotments to the Applicants shall be made in proportion to their respective Application size, rounded off to the
nearest integer.
ii. If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than
the Tranche II Issue Limit, not all Applicants will be allotted the number of NCDs arrived at after such rounding
off. Rather, each Applicant whose Allotment size, prior to rounding off, had the highest decimal point would be
given preference.
iii. In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution
referred to above, our Company will ensure that the basis of allotment is finalised by draw of lots in a fair and
equitable manner.
(g) Applicant applying for more than one Series of NCDs: If an Applicant has applied for more than one Series of NCDs
and in case such Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the
Series-wise allocation of NCDs to such Applicants shall be in proportion to the number of NCDs with respect to each
Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate in consultation with
the Lead Manager and the Designated Stock Exchange. Further, in the aforesaid scenario, wherein the Applicant has
applied for all the 10 (ten) Series and in case such Applicant cannot be allotted all the 10 (ten) Series, then the
Applicant would be allotted NCDs, at the discretion of the Company, the Registrar and the Lead Manager as may be
decided at the time of Basis of Allotment.
(h) Unblocking of Funds for withdrawn, rejected or unsuccessful or partially successful Applications: The Registrar shall,
pursuant to preparation of Basis of Allotment, instruct the relevant SCSB to unblock the funds in the relevant ASBA
Account for withdrawn, rejected or unsuccessful or partially successful Applications within 6 (six) Working Days of
the Tranche II Issue Closing Date.
All decisions pertaining to the basis of allotment of NCDs pursuant to the Tranche II Issue shall be taken by our Company
in consultation with the Lead Manager and the Designated Stock Exchange and in compliance with the aforementioned
provisions of this Tranche II Prospectus. Any other queries / issues in connection with the Applications will be
appropriately dealt with and decided upon by our Company in consultation with the Lead Manager.
281
Our Company would allot Series IV NCDs to all valid applications, wherein the applicants have not indicated their choice
of the relevant series of the NCDs.
Applications where the Application Amount received is greater than the minimum Application Amount, and the
Application Amount paid does not tally with the number of NCDs applied for may be considered for Allotment, to the
extent of the Application Amount paid rounded down to the nearest ₹ 1,000.
Investor Withdrawals and Pre-closure
Investor Withdrawal: Applicants are allowed to withdraw their Applications at any time prior to the Tranche II Issue
Closing Date by submitting a request for the same to Designated Intermediaries or the Designated Branch, as the case
may be, through whom the Application had been placed. In case of Applications submitted to the Designated
Intermediaries, upon receipt of the request for withdrawal from the Applicant, the relevant Designated Intermediary, shall
do the requisite, including deletion of details of the withdrawn Application Form from the electronic system of the Stock
Exchange. In case of Applications submitted directly to the Designated Branch of the SCSB, upon receipt of the request
for withdraw from the Applicant, the relevant Designated Branch shall do the requisite, including deletion of details of
the withdrawn Application Form from the electronic system of the Stock Exchange and unblocking of the funds in the
ASBA Account directly.
Withdrawal of Applications after the Issue Period: In case an Applicant wishes to withdraw the Application after the
Issue Closing Date or early closure date, the same can be done by submitting a withdrawal request to the Registrar prior
to the finalization of the Basis of Allotment.
Pre-closure: Our Company, in consultation with the Lead Manager reserves the right to close the Tranche II Issue at any
time prior to the Tranche II Issue Closing Date, subject to receipt of minimum subscription which is 75% of the Base
Issue Size, i.e., ₹ 2,000 million before the Tranche II Issue Closing Date. Our Company shall allot NCDs with respect to
the Applications received at the time of such pre-closure in accordance with the Basis of Allotment as described
hereinabove and subject to applicable statutory and/or regulatory requirements.
Further, the Tranche II Issue will also be withdrawn by our Company in the event that the aggregate Applications received
for the NCDs is lesser than the minimum subscription which is 75% of the Base Issue Size, i.e., ₹ 2,000 million before
the Tranche II Issue Closing Date.
In the event of such early closure of the Tranche II Issue, our Company shall ensure that public notice of such early
closure is published on or before such early date of closure or the Tranche II Issue Closing Date of the Tranche II Issue,
as applicable, through advertisement(s) in all those newspapers in which pre-issue advertisement and advertisement for
opening or closure of the Tranche II Issue have been given.
Securities) Rules, 2014 if the stated minimum subscription amount has not been subscribed or received, as applicable,
within the specified period, the application money received is to be unblocked or credited only to the bank account from
which the subscription was blocked or remitted. To the extent possible, where the required information for making such
refunds is available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where
our Company and/or Registrar does not have the necessary information for making such refunds, our Company and/or
Registrar will follow the guidelines prescribed by SEBI in this regard in the SEBI Operational Circular.
Payment of Refunds
The Registrar shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account for withdrawn, rejected
or unsuccessful or partially successful ASBA Applications within the applicable regulatory timelines.
Issuance of Allotment Advice
Our Company shall ensure dispatch of Allotment Advice as per the Demographic Details received from the Depositories.
Instructions for credit of NCDs to the beneficiary account with Depository Participants shall be made within 5 Working
Days of the Tranche II Issue Closing Date
Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities and approvals for
the commencement of trading at the Stock Exchange where the NCDs are proposed to be listed are taken within 5
Working Days from the Tranche II Issue Closing Date.
282
Allotment Advices shall be issued, or Application Amount shall be unblocked within 15 (fifteen) days from the Tranche
II Issue Closing Date or such lesser time as may be specified by SEBI or else the application amount shall be unblocked
in the ASBA Accounts of the applicants forthwith, failing which interest shall be due to be paid to the applicants at the
rate of fifteen per cent. per annum for the delayed period.
Our Company will provide adequate funds required for dispatch of Allotment Advice, as applicable, to the Registrar to
the Issue.
Revision of Applications
As per the notice no: 20120831-22 dated August 31, 2012 issued by BSE, cancellation of one or more orders (series)
within an Application is permitted during the Tranche II Issue Period as long as the total order quantity does not fall
under the minimum quantity required for a single Application. However, please note that in case of cancellation of one
or more orders (series) within an Application, leading to total order quantity falling under the minimum quantity required
for a single Application will be liable for rejection by the Registrar.
Applicants may revise/ modify their Application details during the Tranche II Issue Period, as allowed/permitted by the
Stock Exchange(s), by submitting a written request to the Designated Intermediary, as the case may be. However, for the
purpose of Allotment, the date of original upload of the Application will be considered in case of such
revision/modification. In case of any revision of Application in connection with any of the fields which are not allowed
to be modified on the electronic Application platform of the Stock Exchange as per the procedures and requirements
prescribed by each relevant Stock Exchange, Applicants should ensure that they first withdraw their original Application
and submit a fresh Application. In such a case the date of the new Application will be considered for date priority for
Allotment purposes.
Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on Issue
Closing Date. However, in order that the data so captured is accurate, the Designated Intermediaries will be given up to
one Working Day after the Tranche II Issue Closing Date (till 1:00 PM) to modify/ verify certain selected fields uploaded
in the online system during the Tranche II Issue Period, after which the data will be sent to the Registrar to the Issue for
reconciliation with the data available with the NSDL and CDSL.
Utilisation of the proceeds of the Issue
• All monies received out of this Tranche II Issue shall be credited / transferred to a separate bank account maintained
with a Scheduled Bank as referred to in Section 40 of the Companies Act, 2013.
• The allotment letter shall be issued or application money shall be refunded within six Working days from this
Tranche II Issue Closing Date or such lesser time as may be specified by Securities and Exchange Board, or else
the application money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to
the applicants at the rate of 15% per annum for the delayed period.
• Details of all monies unutilised out of the previous issues made by way of public offer, as well as the monies to be
raised through this Tranche II Issue, if any, shall be disclosed and continued to be disclosed under an appropriate
separate head in our balance sheet till the time any part of the proceeds of such previous issue remains unutilized
indicating the securities or other forms of financial assets in which such unutilized monies have been invested.
• Details of all monies utilised out of the previous issue made by way of public offer shall be disclosed and continued
to be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies
have been utilized.
• Details of all unutilised monies out of this Tranche II Issue, if any, shall be disclosed and continued to be disclosed
under an appropriate head in our balance sheet till the time any part of the proceeds of the Issue remains unutilized
indicating the form in which such unutilised monies have been invested.
• Our Company shall utilize proceeds of this Tranche II Issue subsequent to (a) receipt of minimum subscription; (b)
completion of Allotment and refund process in compliance with Section 40 of the Companies Act, 2013; (c) creation
of security; and (d) obtaining Listing and Trading approval as stated in this Tranche II Prospectus in “Issue
Structure” on page 229.
283
• Proceeds of this Tranche II Issue shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property or in the purchase of any business or in the
purchase of an interest in any business.
• Proceeds of this Tranche II Issue shall not be utilized for providing loan to or acquisition of shares of any person
who is part of the same group or who is under the same management.
Impersonation
Attention of the Applicants is specifically drawn to the provisions of sub-Section (1) of Section 38 of the Companies Act,
2013, which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
Listing
The NCDs proposed to be offered in pursuance of the Draft Shelf Prospectus, the Shelf Prospectus and this Tranche II
Prospectus will be listed on BSE. Our Company has received an ‘in-principle’ approval from BSE by way of its letter
bearing reference number DCS/BM/PI-BOND/017/21-22 dated November 23, 2021. The application for listing of the
NCDs will be made to the Stock Exchange at an appropriate stage.
If permissions to deal in and for an official quotation of our NCDs are not granted by BSE, our Company will forthwith
repay, without interest, all moneys received from the Applicants in pursuance of this Tranche II Prospectus. Our Company
shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the
Stock Exchange are taken within six Working Days of this Tranche II Issue Closing Date.
For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the Series,
such NCDs with Series shall not be listed.
Guarantee/Letter of Comfort
This Tranche II Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar
intent.
Undertaking by our Company
Our Company undertake that:
a. the complaints received in respect of this Tranche II Issue (except for complaints in relation to Applications
submitted to Designated Intermediaries) shall be attended to by us expeditiously and satisfactorily;
b. we shall take necessary steps for the purpose of getting the NCDs listed within the specified time i.e. six Working
Days from the Tranche II Issue Closing Date;
c. the funds required for dispatch of allotment advice/ certificates by registered post/ speed post shall be made available
to the Registrar to the Issue by our Company;
d. necessary cooperation to the credit rating agencies shall be extended in providing true and adequate information
until the debt obligations in respect of the NCDs are outstanding;
e. we shall forward the details of utilisation of the funds raised through the NCDs duly certified by our statutory
284
auditors, to the Debenture Trustee;
f. we shall disclose the complete name and address of the Debenture Trustee in our annual report;
g. we shall provide a compliance certificate to the Debenture Trustee (on an annual basis) in respect of compliance
with the terms and conditions of issue of NCDs as contained in this Tranche II Prospectus;
h. we shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required
by our Company from time to time;
i. we shall create a recovery expense fund in the manner as maybe specified by the Board from time to time and
inform the Debenture Trustee about the same; and
j. We undertake that the assets on which charge is created, are free from any encumbrances and in cases where the
assets are already charged to secure a debt, the permission or consent to create a second or pari-passu charge on the
assets of the issuer has been obtained from the earlier creditor.
285
SECTION VIII – MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts which are or may be deemed material have been entered or are to be entered into by our Company.
These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the
Registered Office of our Company situated at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098,
Maharashtra, India between 10 am to 5 pm on any Working Days from the date of the filing of this Tranche II Prospectus
with Stock Exchange.
MATERIAL CONTRACTS
1. Issue Agreement dated November 15, 2021, between our Company and the Lead Manager read with addendum
dated September 26, 2022.
2. Registrar Agreement dated November 15, 2021, between our Company and the Registrar to the Issue.
3. Debenture Trustee Agreement dated November 15, 2021 executed between our Company and the Debenture
Trustee.
4. Agreed form of Debenture Trust Deed to be executed between our Company and the Debenture Trustee.
5. Tripartite agreement dated December 8, 2020 among our Company, the Registrar to the Issuer and CDSL.
6. Tripartite agreement dated December 17, 2020 among our Company, the Registrar to the Issuer and NSDL.
7. Public Issue Account and Sponsor Bank Agreement dated September 26, 2022 between our Company, the Lead
Manager, Registrar to the Issue and ICICI Bank Limited.
8. Lead Broker Agreement dated September 26, 2022 among our Company, Lead Manager and Lead Brokers.
MATERIAL DOCUMENTS
1. Memorandum and Articles of Association of our Company, as amended to date.
2. Certificate of Incorporation of our Company dated November 21, 1995 issued by the RoC.
3. Certificate of commencement of business dated January 16, 1996 issued by the RoC.
4. Fresh certificate of incorporation dated August 1, 2011 issued by the RoC.
5. Share Subscription Agreement dated November 12, 2019 between our Company, Sanaka Growth SPV I Limited
and Edelweiss Securities Limited.
6. Shareholders Agreement dated November 12, 2019 between our Company, Sanaka Growth SPV I Limited and
Edelweiss Securities Limited.
7. Share Subscription Agreement dated August 14, 2019 between our Company, Kora Master Fund LP and Edelweiss
Securities Limited.
8. Shareholders Agreement dated August 14, 2019 between our Company, Kora Master Fund LP and Edelweiss
Securities Limited.
9. Share Purchase Agreement dated May 19, 2021 between our Company, PAGAC Ecstasy Pte Ltd and Edelweiss
Securities Limited.
10. Amended and Restated Share Purchase Agreement dated October 19, 2020 between our Company, ECAP Equities
Limited and Edelweiss Global Wealth Management Limited.
11. Amended and Restated Securities Subscription Agreement dated October 19, 2020 between our Company,
Edelweiss Global Wealth Management Limited, PAGAC Ecstasy Pte Ltd, Asia Pragati Strategic Investment Fund
and Edelweiss Securities Limited read with amendment agreement dated March 19, 2021.
286
12. Amended and Restated Investment Agreement dated March 18, 2021 between our Company, Edelweiss Global
Wealth Management Limited, PAGAC Ecstasy Pte Ltd, Asia Pragati Strategic Investment Fund and Edelweiss
Securities Limited.
13. Amended and Restated Implementation Agreement dated March 18, 2021 entered between our Company, Edelweiss
GlobalWealth Management Limited, PAGAC Ecstasy Pte Ltd, Asia Pragati Strategic Investment Fund, Edelweiss
Securities Limited, Edelweiss Custodial Services Limited, Edelweiss Alternative Asset Advisors Limited and ECAP
Equities Limited.
14. Amended and Restated Shareholders’ Agreement dated March 18, 2021 entered between our Company, Edelweiss
Global Wealth Management Limited, PAGAC Ecstasy Pte Ltd and Edelweiss Securities Limited.
15. Share Purchase Agreement dated March 12, 2021 between PAGAC Ecstasy I LLC, Kora Investments I LLC
(“Seller”) and Edelweiss Securities Limited.
16. Share Purchase Agreement dated March 17, 2021 between PAGC Ecstasy I LLC, Sanaka Growth SPV I Limited
and Edelweiss Securities Limited.
17. Transition Services Agreement dated 19 March, 2021 executed between our Company and Edelweiss Securities
Limited.
18. Brand License Agreement dated March 19, 2021 between our Company and Edelweiss Securities Limited.
19. Share Purchase Agreement dated March 17, 2021 between Edelweiss Securities Limited, our Company and
Edelweiss Capital Services Limited.
20. Shareholders’ Agreement dated March 17, 2021 between Edelweiss Securities Limited, Edelweiss Capital Services
Limited and our Company.
21. Share Purchase Agreement dated July 1, 2021 between our Company, Arthur J. Gallagher & Co and Edelweiss
Gallagher Insurance Brokers Limited.
22. Copy of shareholders’ resolution passed by way of postal ballot on September 10, 2014 under Section 180(1)(c) of
the Companies Act, 2013 on overall borrowing limits of the Board of Directors of our Company.
23. Copy of the resolution passed by the Board of Directors dated October 28, 2021 approving the issue of NCDs.
24. Copy of the resolution passed by the Debenture Fund Raising Committee at its meeting held on November 29, 2021
approving the Shelf Prospectus.
25. Copy of the resolution passed by the Debenture Fund Raising Committee at its meeting held on September 26, 2022
approving this Tranche II Prospectus.
26. Letter dated October 22, 2021 and revalidated vide letter dated November 16, 2021, further revalidated as on July
12, 2022 and further revalidated as on August 19, 2022, by CRISIL Ratings Limited assigning a rating of “CRISIL
AA-/Negative (pronounced as CRISIL double A minus rating with Negative outlook)” for the Issue with rating
rationale.
27. Letter dated October 20, 2021, and revalidated vide letter dated November 17, 2021 and further revalidated as on
September 19, 2022, by Acuité Ratings and Research Limited assigning a rating of “ACUITE AA-/ Negative
(pronounced as ACUITE double A minus)” for the Issue with rating rationale.
28. Consents of the Directors, Chief Financial Officer, Chief Executive Officer, Company Secretary and Compliance
Officer, Lead Manager, Legal Advisor to the Issue, Credit Rating Agencies, Bankers to the Company, Public Issue
Account Bank, Refund Bank, Sponsor Bank, Registrar to the Issue, Lead Brokers to this Tranche II Issue and the
Debenture Trustee for the NCDs, to include their names in this Tranche II Prospectus, in their respective capacities
and the NOCs received from Lenders to our Company in relation to the Issue.
29. Consent of CARE Advisory Research & Training Limited dated August 23, 2022 as the agency issuing the industry
287
report titled “Industry Report on Financial Services” dated August 22, 2022 forming part of the Industry Overview
chapter.
30. Our Company has received the written consent dated September 26, 2022 from S. R. Batliboi & Co. LLP, Chartered
Accountants, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI
NCS Regulations, in this Tranche II Prospectus, and as an “expert” as defined under section 2(38) of the Companies
Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination reports
dated September 22, 2022, on the reformatted standalone financial information of the Company and reformatted
consolidated financial information of the Company, its subsidiaries, associates and trusts (collectively referred to as
the “Group”) as at and for each of the years ended March 31, 2022, 2021 and 2020 (ii) the limited review reports
dated August 4, 2022 relating to the Q1 2023 Unaudited Standalone Financial Results of the Company and Q1 2023
Unaudited Consolidated Financial Results of the Group for the quarter ended June 30, 2022 pursuant to the
requirements of Regulation 33 of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 as
amended; and (iii) the report on statement of possible tax benefits dated September 26, 2022, included in this
Tranche II Prospectus, and such consent has not been withdrawn as on the date of this Tranche II Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act,
1993.
31. The report on statement of possible tax benefits dated September 26, 2022.
32. Annual Report of our Company for the last three Fiscals.
33. In-principle approval from BSE by its letter no. DCS/BM/PI-BOND/017/21-22 dated November 23, 2021.
34. Due Diligence Certificate dated September 26, 2022 filed by the Lead Manager with SEBI.
35. Due Diligence certificate dated September 26, 2022 filed by the Debenture Trustee to the Issue.
288
DECLARATION
We, the Directors of the Company, hereby certify and declare that all relevant provisions of the Companies Act, 2013,
and the guidelines issued by the Government of India and/or the regulations/guidelines/circulars issued by the Reserve
Bank of India and the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange
Board of India Act, 1992, as applicable, including the Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Securities) Regulations, 2021, as amended, have been complied with and no statement made in this Tranche
II Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956,
the Securities and Exchange Board of India Act, 1992 or rules made there under, regulations or guidelines or circulars
issued, as the case may be. We hereby confirm that the compliance with the Securities and Exchange Board of India Act,
1992 or rules made there under does not imply that payment of dividend or interest or repayment of debt securities, is
guaranteed by the Central Government.
We further certify that all the disclosures and statements made in this Tranche II Prospectus are true, accurate and correct
in all material respects, are in conformity with Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956,
the Securities and Exchange Board of India Act, 1992 or rules made there under, regulations or guidelines or circulars
issued, as the case may be and do not omit disclosure of any material fact which may make the statements made therein,
in light of circumstances under which they were made, misleading and that this Tranche II Prospectus does not contain
any misstatements. and no information material to the subject matter of this form has been suppressed or concealed and
whatever is stated in this Tranche II Prospectus is as per the original records maintained by the Promoter(s) subscribing
to the Memorandum of Association and Articles of Association. Furthermore, all the monies received under this Issue
shall be used only for the purposes and objects indicated in this Tranche II Prospectus.
Signed by the Directors of the Company
________________________ __________________________
Rashesh Shah Venkatchalam Ramaswamy
Chairman & Managing Director Vice Chairman & Executive Director
DIN: 00008322 DIN: 00008509
___________________________ ________________________
Himanshu Kaji Ashok Kini
Executive Director Independent Director
DIN: 00009438 DIN: 00812946
___________________________ ___________________________
Vidya Shah Biswamohan Mahapatra
Non-Executive, Non-Independent Director Independent Director
DIN:00274831 DIN: 06990345
____________________ ____________________________
Ashima Goyal Shiva Kumar
Independent Director Independent Director
DIN: 00233635 DIN: 06590343

Place: Mumbai
289
ANNEXURE A – CRISIL RATING, RATING RATIONALE AND PRESS RELEASE
This page has been left blank, intentionally.
290
CONFIDENTIAL
RL/EDELCAPLT/280401/RBOND/1021/19965/99669258
October 22, 2021
Ms. Shilpa Gattani

Senior Vice President
Edelweiss House, 11th Floor,
Off C.S.T. Road, Kalina
Mumbai City - 400098
9819031988
Dear Ms. Shilpa Gattani,
Re: CRISIL Rating on the Rs. 1000Crore Retail Bond of Edelweiss Financial Services Limited
We refer to your request for a rating for the captioned Debt instrument.
CRISIL Ratings has, after due consideration, assigned a CRISIL AA-/Negative (pronounced as CRISIL double A minu s
rat in g with Negative outlook) rating to the captioned Debt instrument. Instruments with this rating are considered to have
high d egree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.
Further, in view of your decision to accept the CRISIL Ratings, we request you to apprise us of the instrument d etails (in t h e
enclosed format) as soon as it has been placed. In the event of your company not making the issue within a period of 1 8 0 d ay
s from the above date, or in the event of any change in the size or structure of your proposed issue, a fresh letter o f
rev alidat io n from CRISIL Ratings will be necessary.
As per our Rating Agreement, CRISIL Ratings would disseminate the rating along with outlook through it s p u b licatio ns a
nd other media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratin gs
reserv es 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.
As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for
co rp orat e bonds/debentures, you are required to provide international securities identification number (ISIN; alo ng wit h
t h e referen ce number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us.
The circu lar also requires you to share this information with us within 2 days after the allotment of the ISIN. We request you
t o mail u s all t h e necessary and relevant information at [email protected]. This will enable CRISIL Ratin gs t o v erify
and co nfirm t o t he depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel
free t o co ntact u s 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,
Malvika Bhotika Nivedita Shibu

Associate 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 d o e s
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 Rati n g s f r o m s o u rc e s i t
considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL R a ti n g s i s n o t 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 p r a c ti c e o f
keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any erro r s a n d e s p e ci a l l y
states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without c h a r ge t o
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 l a t e st r a t i n g
information on any instrument of any company rated by CRISIL Ratings, please contact Customer Service Helpdesk at [email protected] or at 1800-267-1301.
CONFIDENTIAL
RL/EDELCAPLT/280401/RBOND/1021/19965/99669258/1
November 16, 2021
Ms. Shilpa Gattani

9819031988
Re: CRISIL Rating on the Rs. 1000Crore Retail Bond of Edelweiss Financial Services Limited
All ratings assigned by CRISIL Ratings are kept under continuous surveillance and review.
Please refer to our rating letter dated October 22, 2021 bearing Ref. no:
RL/EDELCAPLT/280401/RBOND/1021/19965/99669258
Please find in the table below the rating outstanding for your company.
S.No. Instrument Rated Amount (Rs. in Crore) Rating Outstanding

1 Retail Bond 1000 CRISIL AA-/Negative
In the event of your company not making the issue within a period of 180 days from the above d ate, o r in t h e ev ent o f 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 it s p u b licatio ns a nd
other media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL Ratin gs reserv es
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.
As per SEBI circular (reference number: CIR/IMD/DF/17/2013; dated October 22, 2013) on centralized database for co rp orat e
bonds/debentures, you are required to provide international securities identification number (ISIN; alo ng wit h t h e ref eren ce
number and the date of the rating letter) of all bond/debenture issuances made against this rating letter to us. The circu lar a lso
requires you to share this information with us within 2 days after the allotment of the ISIN. We request you t o mail u s a ll t h e
necessary and relevant information at [email protected]. This will enable CRISIL Ratin gs t o v erif y a nd co nfirm t o t he
depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free t o co ntact u s at
[email protected] for any clarification you may need.
With warm regards,
Yours sincerely,

Associate Director - CRISILRatings 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 d o e s
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 Rati n g s f r o m s o u rc e s i t
considers reliable. CRISIL Ratings does not guarantee the completeness or accuracy of the information on which the rating is based. A rating by CRISIL R a ti n g s i s n o t 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 p r a c ti c e o f
keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant. CRISIL Ratings is not responsible for any erro r s a n d e s p e ci a l l y
states that it has no financial liability whatsoever to the subscribers / users / transmitters / distributors of its ratings. CRISIL Ratings’ criteria are available without c h a r ge t o
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 l a t e st r a t i n g
information on any instrument of any company rated by CRISIL Ratings, please contact Customer Service Helpdesk at [email protected] or at 1800-267-1301.
CONFIDENTIAL
July 12, 2022
Ms. Shilpa Gattani

9819031988
Re: CRISIL Rating on the Rs.1000 Crore Retail Bond of Edelweiss Financial Services Limited
Please refer to our rating letter March 07, 2022 bearing Ref. no: RL/EDELCAPLT/288533/RBOND/0322/27581/99669258

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.
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
With warm regards,
Yours sincerely,

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
CONFIDENTIAL
August 19, 2022
Ms. Shilpa Gattani

9819031988
Re: CRISIL Rating on the Rs.1000 Crore Retail Bond of Edelweiss Financial Services Limited
Please refer to our rating letter July 12, 2022 bearing Ref. no: RL/EDELCAPLT/288533/RBOND/0322/27581/99669258/1

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.
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
With warm regards,
Yours sincerely,

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
Rating Rationale
March 04, 2022 | Mumbai

Ratings reaffirmed at 'CRISIL AA- / Negative , CRISIL PPMLD AA- r / Negative / CRISIL A1+ '
Rating Action
Rs.300 Crore Long Term Principal Protected Market
CRISIL PPMLD AA- r /Negative (Reaffirmed)
Linked Debentures
Rs.1000 Crore Retail Bond CRISIL AA-/Negative (Reaffirmed)
Rs.1500 Crore Non Convertible Debentures CRISIL AA-/Negative (Reaffirmed)
Rs.500 Crore Commercial Paper CRISIL A1+ (Reaffirmed)
1 crore = 10 million
Refer to Annexure for Details of Instruments & Bank Facilities
Detailed Rationale
CRISIL Ratings has reaffirmed its rating on the Retail bonds, long-term debt instruments and bank facilities of Edelweiss
Financial Services Ltd (EFSL) to ‘CRISIL AA-/CRISIL PP-MLD AA-r/Negative/CRISIL A1+’.
The ratings continue to reflect the adequate capitalisation level of the group, supported by multiple rounds of capital raising;
the diversified business profile with presence across lending, asset management, wealth management, broking, asset
reconstruction and insurance segments; and demonstrated ability to build significant presence in multiple lines of business,
which should continue to support earnings. The group also maintains adequate liquidity on an ongoing basis.
The continuation of the ‘Negative’ outlook reflects the challenges in profitability and asset quality that the group has been
facing largely on account of stress on its wholesale lending book. The retail lending book was also impacted amid the
Covid-19 pandemic. Trends in profitability and asset quality, over the medium term, will be key monitorables.
Despite the challenging macro environment for non-banking companies, the group has been able to raise capital from
marquee global investors. During the last quarter of fiscal 2021, the group concluded the sale of its majority stake in
Edelweiss Wealth Management (EWM; comprising wealth management and capital markets business) to PAG (Pacific
Alliance Group, Asia-focused alternative investment managers) for Rs 2,366 crore. As on December 31, 2021, PAG holds
55.84% of the business, while the Edelweiss group holds 44.16% (increased from 38.5% as on September 30, 2021).
Between March and November 2019, the group raised Rs 1,334 crore (in aggregate) from Caisse de depot et placement du
Quebec (CDPQ), Kora Management (Kora; a US-based investment firm) and Sanaka Growth SPV I Ltd (part of Sanaka
Capital). It had also raised Rs 268 crore in October 2021, by divesting its 61% stake in the insurance broking venture to
Arthur Gallagher. The latter now holds 91% in the insurance broking venture of the Edelweiss group and will acquire the
balance 9% in the current fiscal.
These stake sales have helped absorb asset-side risk. Despite business losses in fiscals 2020 and 2021, networth has
been steady at Rs 8,542 crore as on March 31, 2021 (Rs 8,715 crore as on March 31, 2019). With decline in borrowings,
gearing also reduced to around 3 times from around 4 times over the same period. Networth and gearing stood at Rs 8,663
crore and 2.8 times, respectively, as on December 31, 2021.
The group has diversified business interests in financial services domain. Over the years, It has significantly scaled up operations
of its non-lending businesses, including the asset reconstruction company (ARC), asset management and wealth management,
which now contribute a higher share of revenue and profits and are likely to support the overall earnings profile going forward.
The group also maintains adequate liquidity. The overnight on-balance-sheet liquidity (including cash, liquid investments and
treasury assets) stood at around Rs 1,900 crore and unutilised bank lines at Rs 300 crore as on January 31, 2022. The
group also has other liquid assets (investments and securities-based lending) that can be accessed, if necessary. This was
Rs 3,050 crore as on January 31, 2022. The group raised Rs 7,565 crore in fiscal 2021 and Rs 5,873 crore from April to
January 31, 2022 through bank loans, securitisation, structured NCDs and retail bonds.
As for asset quality, overall reported gross stage III assets in the lending business improved to 4.89% as on December 31,
2021, from 7.7% as on March 31, 2021 (5.3% in the previous year). On an absolute basis, stage III assets reduced to Rs
657 crore as on December 31, 2021, from Rs 1,182 crore as on March 31, 2021 (Rs 1,114 crore, a year earlier), supported
by write-offs and sale to ARCs worth Rs 382 crore during the first nine months of fiscal 2022, and Rs 2,047 crore in fiscal
2021. The group had also restructured 3.7% of its portfolio in line with the Resolution Framework for Covid-19-related stress
(restructuring 2.0), released by the Reserve Bank of India (RBI) August 2020.
The group had aligned stage III assets with gross NPAs and reported stage III assets to factor in impact of RBI’s clarification
on recognition and calculation of NPAs released on November 12, 2021.
The group continues to move towards an asset-light model through sell-down of wholesale assets and co-lending
arrangements in the retail lending business. In wholesale finance, it is shifting the assets to a fund platform, which will
provide completion finance to projects. Although, the group has already concluded transactions aggregating over Rs 2,500
crore in the past 18 months, the overall sell-down has been lower than anticipated., nevertheless, the group is in
discussions for concluding additional transactions.
The increased stress in the loan book and consequent rise in provisions, including management overlay, had impacted the
group’s earnings profile during fiscals 2021 and 2020; however, credit cost has normalised during the nine months through
fiscal 2022. On a consolidated basis, while the group reported net profit of Rs 254 crore in fiscal 2021 (loss of Rs 2,044 crore in
fiscal 2020), it was primarily due to a one-off gain from stake sale in the wealth management business. Excluding this one-off gain,
the group would have reported net loss in fiscal 2021 as well. For nine months ended fiscal 2022, the group reported net profit of
Rs 146 crore after reducing wealth management shareholder’s profit of Rs 21 crore, compared to loss of Rs 382 crore during
corresponding period of previous fiscal.
Improvement in asset quality and profitability will be key rating sensitivity factors.
Analytical Approach
For arriving at the ratings, CRISIL Ratings has combined the business and financial risk profiles of Edelweiss Financial
Services Ltd (EFSL), its subsidiaries and associates in the wealth management business. This is because all these entities
have significant operational, financial, and managerial linkages and operate under a common Edelweiss 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:
Adequate capitalisation, supported by multiple capital raises
The Edelweiss group has demonstrated its ability to raise capital from global investors across businesses, despite the tough
macro environment. The group has raised Rs 4,008 crore (of which Rs 40 crore is expected in the last quarter of fiscal
2022), over the past 36 months across the lending, wealth management and asset management businesses. This has
helped maintain the capital position, despite elevated credit cost and absorb asset-side risk.
With the scale-down of the lending business in the past few quarters, borrowings have also come down. With this, gearing
has improved to 2.8 times as on December 31, 2021 (~3 times as on March 31, 2021) from ~4 times as on March 31, 2020.
Diversified financial services player, with demonstrated ability to build significant competitive positions across
businesses
The Edelweiss group is a diversified financial services player, present in five verticals i.e., credit (wholesale and retail),
insurance (life and general), asset management (AMC and alternate asset management), asset reconstruction and wealth
management. The group has attained sizeable scale in many of these businesses over a period, which is likely to lend
greater stability to earnings over time.
In the lending business of book size of Rs 13,424 crore as on December 31, 2021 (Rs 13,719 crore as on September 30,
2021 and Rs 15,279 crore as on March 31, 2021), excluding capital deployed in distressed assets credit, the group plans to
focus on increasing the granularity of the loan book. As part of this strategy, it will focus on growing the retail book (~52% of total
credit book as on December 31, 2021) comprising primarily of mortgage and micro, small and medium enterprises (MSME) loans.
Growth in the wholesale credit book is expected to be predominantly through the fund structure.
In the distressed assets segment, Edelweiss ARC is the largest ARC in India, with total securities receipts managed at Rs
41,814 crore as on December 31, 2021 (vis-à-vis Rs 40,800 crore as on March 31, 2021). From being largely corporate
focused, the group has, in the recent past, started focusing on retail and MSME segments. The share of retail is expected to
grow, over the medium term, from 11% as on December 31, 2021.
Scale and profit of fee-based businesses have also increased in the past few fiscals. The group has an established
franchise in institutional broking and investment banking, and growing reach in the retail broking, wealth management and
asset management segments.
Assets under advice in the global wealth management business were Rs 1,93,500 crore (Rs 1,55,000 crore as on March 31,
2021) and assets under management (AUM) in the asset management business were Rs 1,12,100 crore (of which Rs
82,000 crore are mutual fund assets and Rs 30,200 crore are alternative assets) as on December 31, 2021. The group is
among the larger players in the alternate assets space.
Furthermore, the life and general insurance businesses are gaining scale and are also expected to break even over the medium
term.
Weakness:
Asset quality remains vulnerable
Overall stage III assets ratio rose to 4.9% (Rs 657 crore) as on December 31, 2021, from 4.5% (Rs 617 crore) as on
September 30, 2021; yet remained below 7.7% reported as on March 31, 2021 (Rs 1,182 crore). This is largely attributed to
the clarification on recognition and calculation) released by the RBI on November 12, 2021, as the group has also aligned
the stage III assets with gross NPAs; without considering the impact; on a like-to-like basis, the stage III assets have
reduced.
Stage III assets in the retail book increased to Rs 303 crore as on December 31, 2021 (4.30%) from Rs 243 crore (3.4%) as
on September 30, 2021; however, remains below March 2021 levels of Rs 316 crore (Rs 3.9% as on March 31, 2021 and
1.2% a year earlier). The reported stage III assets ratio in the wholesale book improved to 5.5% (Rs 354 Crore) as on
December 31, 2021 as against 5.7% (Rs 374 crore) and 12% (Rs 866 crore) as on September 30, 2021 and March 31,
2021 respectively.
Despite this, asset quality of the wholesale book remains vulnerable due to its exposure to the real estate segment and
stressed mid-tier borrowers in structured credit. While the group is in the process of gradually running down the wholesale
book, this still contributed about 48% of the total loan book as on December 31, 2021 (47% as on March 31, 2021). Also,
the wholesale loan book remains concentrated with 10 largest loans constituting ~39% of the wholesale portfolio.
Nevertheless, the group has reasonable collateral cover for its wholesale loans and has also built strong recovery
capabilities.
Any sharp weakening of asset quality, specifically in the wholesale lending book, will impact profitability as well as
capitalisation and remains a key rating monitorable.
Lower profitability than peers

Profitability has been lower than those of other large, financial sector groups. It was significantly impacted in fiscals 2021
and 2020, on account of higher credit cost.
The group reported net profit of Rs 254 crore in fiscal 2021, supported by one-off income as compared to loss of Rs 2,044
crore in fiscal 2020. Consequently, return on assets (annualised) and return on equity (annualised) improved to 0.5% and
3.0%, respectively, in fiscal 2021 (negative 3.4% and negative 23.7%, respectively, in fiscal 2020). The group reported net
profit in the three consecutive quarters of fiscal 2022, with net profit (excluding minority shareholder’s share in profit) of Rs
146 crore for the first nine months of fiscal 2022 (loss of Rs 363 crore during the corresponding period of the previous
fiscal). Furthermore, with continued provisioning, the provision coverage ratio has improved to 52% for the nine months
ended December 31, 2021, from 47% as on March 31, 2021.
Around 20% of the capital (equity plus borrowings) is employed in businesses or investments that are either low-yielding or
loss-making at this point. The group has a large investment portfolio under its balance sheet management unit (BMU),
which is used for managing liquidity. This largely comprises government securities, fixed deposits, liquid mutual fund units
and corporate bonds, which have a low return on capital employed. Furthermore, the life and general insurance businesses
remain loss-making, given their long gestation periods. Breakeven in the insurance businesses, will benefit overall
profitability over the medium term.
As the group is diversified, each business vertical contributes to overall profitability. The non-credit business now contributes
significantly to the total profit after tax (PAT) given the group's established position in these businesses. This should also
support the overall earnings profile. Also, most of the businesses have been reporting profits from the last quarter of fiscal
2021 and gradual improvement in profitability is expected over the medium term.
Liquidity : Adequate
As a policy, the group maintains a liquidity cushion of 9-10% of the balance sheet. There was a liquidity cushion (including
cash, liquid investments and treasury assets) of around Rs 1,900 crore and unutilised bank lines of around Rs 300 crore as
on January 31, 2022. The group also has other liquid assets (investments and securities-based lending book), which can be
accessed if necessary. These were Rs 3,050 crore. As on January 31, 2022, the overall liquidity was adequate to meet the
debt obligation maturing over the next four months till May 31, 2022. The maturity profile of assets and liabilities continue to
be well-matched.
Outlook Negative
The ‘Negative’ outlook factors in challenges faced by the Edelweiss group due to stressed assets in its credit business,
especially in its wholesale lending book, and their impact on profitability.
Rating Sensitivity factors
Upward factors
Significant improvement in the group's asset quality with stage III assets ratio less than 3% on sustained basis, coupled
with reduction in level of stressed assets
Demonstration of profitability across businesses
Downward factors
Continued pressure on profitability, with sustained losses (negative PAT excluding one-off gains)
Deterioration in asset quality of the Edelweiss group
Funding access challenges with limited fundraising by the group
Lack of progress on planned scale-down of wholesale portfolio
About the Company
Edelweiss Financial Services Limited (EFSL) was previously named as Edelweiss Capital Lmited and was incorporated in
1995. The company on a standalone basis is primarily engaged in investment banking services and provides development,
managerial and financial support to the businesses of the Edelweiss group entities.
About the Group
The Edelweiss group comprised 48 subsidiaries and associates as on March 31, 2021. The number of companies has come
down from 74 as on March 31, 2016,and may come down further over the next few quarters (subject to requisite approvals).
The group had 293 offices (including 10 international offices in 6 locations) in around 136 cities as on December 31, 2021.
Furthermore, as part of streamlining its operating structure, the group has restructured the businesses into five verticals
namely credit, insurance, asset management, asset reconstruction and wealth management.
The group is present across various financial services businesses, including loans to corporates and individuals, mortgage
finance - loans against property and small-ticket housing loans, MSME finance, institutional and retail equity broking,
corporate finance and advisory, wealth management, third-party financial products distribution, alternative and domestic
asset management, and life and general insurance. In addition, the BMU focuses on liquidity and asset-liability
management.
The group reported PAT of Rs 254 crore on total income of Rs 10,849 crore for fiscal 2021, against net loss of Rs 2,044
crore and total income of Rs 9,603 crore in fiscal 2020. During the nine months of fiscal 2022, the group reported net profit
of Rs 167 crore on total income of Rs 5,389 crore, compared to net loss of Rs 382 crore and total income of Rs 6,367 crore
during corresponding period in previous fiscal.
Key Financial Indicators: EFSL (consolidated)
As on/For period ended December 31 2021 2020
Total assets Rs crore 44108 53438
Total income Rs crore 5389 6367
PAT (before minority interest) Rs crore 167 -382
PAT (after minority interest) Rs crore 146 -363
Stage III assets % 4.9 6.19
Gearing Times 2.8 3.6
Return on assets % 0.5 -0.9
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. The CRISIL Ratings' complexity
levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL Ratings' complexity
levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries
on specific instruments.
Annexure - Details of Instrument(s)

Date of Coupon Maturity Issue Size Complexity Rating Assigned
ISIN Name of Instrument
Allotment Rate (%) Date (INR. Crs) Level with Outlook
Non-Convertible CRISIL
INE532F07CL3 28-Dec-21 8.75% 28-Dec-23 73.7 Simple
Debentures AA-/Negative
INE532F07CM1 28-Dec-21 zero interest 28-Dec-23 11.94 Simple
INE532F07CN9 28-Dec-21 8.75% 28-Dec-24 83.39 Simple
INE532F07CO7 28-Dec-21 9.10% 28-Dec-24 60.56 Simple
INE532F07CP4 28-Dec-21 Zero Interest 28-Dec-24 16.61 Simple
INE532F07CQ2 28-Dec-21 9.15% 28-Dec-26 77.76 Simple
INE532F07CR0 28-Dec-21 9.55% 28-Dec-26 75.8 Simple
INE532F07CS8 28-Dec-21 Zero Interest 28-Dec-26 12.17 Simple
INE532F07CT6 28-Dec-21 9.30% 28-Dec-31 31.1 Simple
INE532F07CU4 28-Dec-21 9.70% 28-Dec-31 13.22 Simple
INE532F07CK5 05-Oct-21 11% 05-Oct-23 650 Simple
NA NA NA NA 393.75 Simple
Debentures^ AA-/Negative
CRISIL
NA Retail Bond^ NA NA NA 1000 Simple
AA-/Negative
Commercial Paper
NA NA NA 7-365 days 500 Simple CRISIL A1+
Programme
NA Long Term Principal NA NA NA 300 Highly CRISIL PP-MLD AA-
Protected Market Complex r/Negative
Linked Debentures^
^yet to be issue
Annexure – List of entities consolidated as on December 31, 2021
Names of Entities Consolidated Extent of Consolidation Rationale for Consolidation
ECL Finance Ltd Full Subsidiary
Edelweiss Rural & Corporate Services Ltd Full Subsidiary
Edelweiss Asset Reconstruction Company

Full Subsidiary
Ltd
Edelweiss Housing Finance Ltd Full Subsidiary
Edelweiss Retail Finance Ltd Full Subsidiary
Edel Finance Company Ltd Full Subsidiary
Edelweiss Asset Management Ltd Full Subsidiary
EdelGive Foundation Full Subsidiary
Edelweiss Tokio Life Insurance Company

Full Subsidiary
Ltd
Edelweiss General Insurance Company Ltd Full Subsidiary
Allium Finance Private Ltd Full Subsidiary
Edelcap Securities Ltd Full Subsidiary
Edelweiss Securities and Investment Pvt

Full Subsidiary
Ltd
ECap Equities Ltd Full Subsidiary
Edel Investments Ltd Full Subsidiary
EC Commodity Ltd Full Subsidiary
Aster Commodities DMCC Full Subsidiary
EC International Ltd Full Subsidiary
Edel Land Ltd Full Subsidiary
Edelweiss Comtrade Ltd d Full Subsidiary
Edelweiss Multi Strategy Fund Advisors

Full Subsidiary
LLP
Edelweiss Gallagher Insurance Brokers Ltd Full Subsidiary
Edelweiss Private Equity Tech Fund Full Subsidiary
Edelweiss Value and Growth Fund Full Subsidiary
India Credit Investment Fund II Full Subsidiary
EAAA LLC Full Subsidiary
Edelweiss Alternative Asset Advisors Ltd Full Subsidiary

Edelweiss Alternative Asset Advisors Pte.
Full Subsidiary
Ltd
Edelweiss Investment Adviser Ltd Full Subsidiary
Edelweiss Resolution Advisors LLP Full Subsidiary
EW Special Opportunities Advisors LLC Full Subsidiary
Edelweiss Trusteeship Company Ltd Full Subsidiary
Edelweiss International (Singapore) Pte Ltd Full Subsidiary
Edelweiss Capital Services Ltd Full Subsidiary
Edelweiss Real Assets Managers Ltd Full Subsidiary
Sekura India Management Ltd Full Subsidiary
Edelweiss Securities Ltd Proportionate Associate
Edelweiss Finance & Investments Ltd Proportionate Associate
Edelweiss Broking Ltd Proportionate Associate
Edelweiss Custodial Services Ltd Proportionate Associate
Edelweiss Financial Services Inc Proportionate Associate
Edelweiss Investment Advisors Pvt Ltd Proportionate Associate
Edelweiss Securities (Hong Kong) Pvt Ltd Proportionate Associate
Edelweiss Financial Services (UK) Ltd Proportionate Associate
Edelweiss Securities (IFSC) Ltd Proportionate Associate
ESL Securities Ltd Proportionate Associate
Annexure - Rating History for last 3 Years

Start of
Current 2022 (History) 2021 2020 2019
2019
Outstanding
Instrument Type Rating Date Rating Date Rating Date Rating Date Rating Rating
Amount
Commercial CRISIL CRISIL CRISIL
ST 500.0 CRISIL A1+ -- 22-10-21 CRISIL A1+ 07-09-20 04-10-19
Paper A1+ A1+ A1+
CRISIL CRISIL
-- -- 09-09-21 CRISIL A1+ 25-05-20 20-07-19 --
A1+ A1+
CRISIL
-- -- 27-08-21 CRISIL A1+ -- 29-03-19 --
A1+
-- -- 02-08-21 CRISIL A1+ -- -- --
Non CRISIL CRISIL

Convertible LT 1500.0 -- 22-10-21 -- -- --
AA-/Negative AA-/Negative
Debentures
CRISIL
-- -- 09-09-21 -- -- --
AA-/Negative
CRISIL CRISIL
Retail Bond LT 1000.0 -- 22-10-21 -- -- --
AA-/Negative AA-/Negative
-- -- 09-09-21 Withdrawn -- -- --
-- -- 27-08-21 CRISIL -- -- --
AA-/Negative
CRISIL
-- -- 02-08-21 -- -- --
AA-/Negative
Short Term CRISIL
ST -- -- -- -- --
Debt A1+
Short Term
ST -- -- -- -- -- Withdrawn
Debt Issue
Long Term
Principal CRISIL CRISIL
Protected LT 300.0 PPMLD AA- -- 22-10-21 PPMLD AA- -- -- --
Market Linked r /Negative r /Negative
Debentures
CRISIL
-- -- 09-09-21 PPMLD AA- -- -- --
r /Negative
CRISIL
-- -- 27-08-21 PPMLD AA- -- -- --
r /Negative
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria

Rating Criteria for Banks and Financial Institutions
CRISILs Criteria for rating short term debt
CRISILs Criteria for Consolidation
Media Relations Analytical Contacts Customer Service Helpdesk

Pankaj Rawat Krishnan Sitaraman Timings: 10.00 am to 7.00 pm
Media Relations Senior Director and Deputy Chief Ratings Toll free Number:1800 267 1301
CRISIL Limited Officer
B: +91 22 3342 3000 CRISIL Ratings Limited For a copy of Rationales / Rating Reports:
[email protected] D:+91 22 3342 8070 [email protected]
[email protected]
Hiral Jani Vasani For Analytical queries:
Media Relations Subhasri Narayanan [email protected]
CRISIL Limited
Director
B: +91 22 3342 3000 CRISIL Ratings Limited
[email protected] D:+91 22 3342 3403
[email protected]
Rutuja Gaikwad
Media Relations
CRISIL Limited Leena Gupta
B: +91 22 3342 3000 Senior Rating Analyst
[email protected] CRISIL Ratings Limited
B:+91 22 3342 3000
[email protected]
Note for Media:
This rating rationale is transmitted to you for the sole purpose of dissemination through your newspaper/magazine/agency. The rating rationale may be
used by you in full or in part without changing the meaning or context thereof but with due credit to CRISIL Ratings. However, CRISIL Ratings alone has
the sole right of distribution (whether directly or indirectly) of its rationales for consideration or otherwise through any media including websites and portals.
About CRISIL Ratings Limited (A subsidiary of CRISIL Limited)
CRISIL Ratings pioneered the concept of credit rating in India in 1987. With a tradition of independence, analytical rigour and
innovation, we set the standards in the credit rating business. We rate the entire range of debt instruments, such as bank loans,
certificates of deposit, commercial paper, non-convertible/convertible/partially convertible bonds and debentures, perpetual
bonds, bank hybrid capital instruments, asset-backed and mortgage-backed securities, partial guarantees and other structured
debt instruments. We have rated over 33,000 large and mid-scale corporates and financial institutions. We have also instituted
several innovations in India in the rating business, including ratings for municipal bonds, partially guaranteed instruments and
infrastructure investment trusts (InvITs).
CRISIL Ratings Limited ('CRISIL Ratings') is a wholly-owned subsidiary of CRISIL Limited ('CRISIL'). CRISIL Ratings Limited is
registered in India as a credit rating agency with the Securities and Exchange Board of India ("SEBI").
For more information, visit www.crisilratings.com
About CRISIL Limited
CRISIL is a global analytical company providing ratings, research, and risk and policy advisory services. We are India's leading
ratings agency. We are also the foremost provider of high-end research to the world's largest banks and leading corporations.
CRISIL is majority owned by S&P Global Inc, a leading provider of transparent and independent ratings, benchmarks, analytics
and data to the capital and commodity markets worldwide.
For more information, visit www.crisil.com
Connect with us: TWITTER | LINKEDIN | YOUTUBE | FACEBOOK
CRISIL PRIVACY NOTICE
CRISIL respects your privacy. We may use your contact information, such as your name, address and email id to fulfil your request and service your
account and to provide you with additional information from CRISIL. For further information on CRISIL’s privacy policy please visit www.crisil.com.
DISCLAIMER
This disclaimer is part of and applies to each credit rating report and/or credit rating rationale (‘report’) that is provided by
CRISIL Ratings Limited (‘CRISIL Ratings’). To avoid doubt, the term ‘report’ includes the information, ratings and other content
forming part of the report. The report is intended for the jurisdiction of India only. This report does not constitute an offer of
services. Without limiting the generality of the foregoing, nothing in the report is to be construed as CRISIL Ratings providing
or intending to provide any services in jurisdictions where CRISIL Ratings does not have the necessary licenses and/or
registration to carry out its business activities referred to above. Access or use of this report does not create a client
relationship between CRISIL Ratings and the user.
We are not aware that any user intends to rely on the report or of the manner in which a user intends to use the report. In
preparing our report we have not taken into consideration the objectives or particular needs of any particular user. It is made
abundantly clear that the report is not intended to and does not constitute an investment advice. The report is not an offer to
sell or an offer to purchase or subscribe for any investment in any securities, instruments, facilities or solicitation of any kind to
enter into any deal or transaction with the entity to which the report pertains. The report should not be the sole or primary
basis for any investment decision within the meaning of any law or regulation (including the laws and regulations applicable in
the US).
Ratings from CRISIL Ratings are statements of opinion as of the date they are expressed and not statements of fact or
recommendations to purchase, hold or sell any securities/instruments or to make any investment decisions. Any opinions
expressed here are in good faith, are subject to change without notice, and are only current as of the stated date of their
issue. CRISIL Ratings assumes no obligation to update its opinions following publication in any form or format although CRISIL
Ratings may disseminate its opinions and analysis. The rating contained in the report is not a substitute for the skill, judgment
and experience of the user, its management, employees, advisors and/or clients when making investment or other business
decisions. The recipients of the report should rely on their own judgment and take their own professional advice before acting
on the report in any way. CRISIL Ratings or its associates may have other commercial transactions with the entity to which the
report pertains.
Neither CRISIL Ratings nor its affiliates, third-party providers, as well as their directors, officers, shareholders, employees or
agents (collectively, ‘CRISIL Ratings Parties’) guarantee the accuracy, completeness or adequacy of the report, and no CRISIL
Ratings Party shall have any liability for any errors, omissions or interruptions therein, regardless of the cause, or for the
results obtained from the use of any part of the report. EACH CRISIL RATINGS PARTY DISCLAIMS ANY AND ALL EXPRESS OR
IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE. In no event shall any CRISIL Ratings Party be liable to any party for any direct, indirect,
incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses
(including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of any part of the
report even if advised of the possibility of such damages.
CRISIL Ratings may receive compensation for its ratings and certain credit-related analyses, normally from issuers or
underwriters of the instruments, facilities, securities or from obligors. Public ratings and analysis by CRISIL Ratings, as are
required to be disclosed under the regulations of the Securities and Exchange Board of India (and other applicable regulations,
if any), are made available on its website, www.crisilratings.com (free of charge). Reports with more detail and additional
information may be available for subscription at a fee – more details about ratings by CRISIL Ratings are available here:
www.crisilratings.com.
CRISIL Ratings and its affiliates do not act as a fiduciary. While CRISIL Ratings has obtained information from sources it believes
to be reliable, CRISIL Ratings does not perform an audit and undertakes no duty of due diligence or independent verification of
any information it receives and/or relies on in its reports. CRISIL Ratings has established policies and procedures to maintain
the confidentiality of certain non-public information received in connection with each analytical process. CRISIL Ratings has in
place a ratings code of conduct and policies for managing conflict of interest. For details please refer to:
https://www.crisil.com/en/home/our-businesses/ratings/regulatory-disclosures/highlighted-policies.html.
Rating criteria by CRISIL Ratings are generally available without charge to the public on the CRISIL Ratings public website,
www.crisilratings.com. For latest rating information on any instrument of any company rated by CRISIL Ratings, you may
contact the CRISIL Ratings desk at [email protected], or at (0091) 1800 267 1301.
This report should not be reproduced or redistributed to any other person or in any form without prior written consent from
CRISIL Ratings.
All rights reserved @ CRISIL Ratings Limited. CRISIL Ratings is a wholly owned subsidiary of CRISIL Limited.
CRISIL Ratings uses the prefix ‘PP-MLD’ for the ratings of principal-protected market-linked debentures (PPMLD) with effect
from November 1, 2011, to comply with the SEBI circular, "Guidelines for Issue and Listing of Structured Products/Market Linked
Debentures". The revision in rating symbols for PPMLDs should not be construed as a change in the rating of the subject
instrument. For details on CRISIL Ratings' use of 'PP-MLD' please refer to the notes to Rating scale for Debt Instruments and
Structured Finance Instruments at the following link: https://www.crisil.com/en/home/our-businesses/ratings/credit-ratings-scale.html
ANNEXURE B – ACUITE RATING, RATING RATIONALE AND PRESS RELEASE
291
Rating Revalidation Letter
Private and Confidential
October 20, 2021 Scan this QR Code to verify

authenticity of this rating

Edelweiss House, OFF. C.S.T Road, Kalina,,
Mumbai, Maharashtra,
India, 400098
Kind Attn.: Mr. Rashesh Shah, Managing Director (Tel. No. 981977224)
Dear Mr. Shah,
Sub.: Credit Rating of Proposed Secured Redeemable Non-Convertible Debenture Issue by Edelweiss Financial
Services Limited Aggregating Rs. 1500 Cr
Acuité Ratings & Research Limited has an outstanding rating of ‘ACUITE AA’ read as [ACUITE double A] with a
‘Negative’ outlook for the abovementioned debt instrument [see annexure 1]. As per Acuité’s rating definition,
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.
Kindly inform us the details of the NCDs being issued by you, immediately, but not later than 7 days from the date
of such issuances in the following format:
Type of I Issue Date of Coupon Coupon Terms of Redemption Name and Names of
Instrument S Size issue Rate Payment Redemption date contact top 10
I (Rs. Dates details of investors
N cr.) Debenture
Trustee
Acuité reserves the right to revise the ratings, along with the outlook, at any time, on the basis of new
information, or other circumstances which Acuité believes may have an impact on the ratings. Such revisions, if
any, would be appropriately disseminated by Acuité as required under prevailing SEBI guidelines and Acuité’s
policies. Hence lenders / investors are advised to visit https://www.acuite.in/ to confirm the current outstanding
rating. Acuité ratings are not recommendations to buy, sell or hold any security.
Yours truly,
For Acuité Ratings & Research Limited
Suman Chowdhury
Chief Analytical Officer
DISCLAIMER
An Acuité rating does not constitute an audit of the rated entity and should not be treated as a recommendation or opinion that is intended to substitute for
a financial adviser's or investor's independent assessment of whether to buy, sell or hold any security. Acuité ratings are based on the data and information
provided by the issuer and obtained from other reliable sources. Although reasonable care has been taken to ensure that the data and information is true,
Acuité, in particular, makes no representation or warranty, expressed or implied with respect to the adequacy, accuracy or completeness of the information
relied upon. Acuité is not responsible for any errors or omissions and especially states that it has no financial liability whatsoever for any direct, indirect or
consequential loss of any kind arising from the use of its ratings. Acuité ratings are subject to a process of surveillance which may lead to a revision in ratings
as and when the circumstances so warrant. Please visit our website (www.acuite.in) for the latest information on any instrument rated by Acuité, Acuité ’s
rating scale and its definitions.

SEBI Registered | RBI Accredited
708, Lodha Supremus, Lodha iThink Techno Campus, Kanjurmarg (East), Mumbai - 400042 | +91 22 49294000 SMS: +919969898000 |
www.acuite.in | CIN: U74999MH2005PLC155683
ANNEXURE - I
Amount
Instrument Scale Ratings
(Rs. Cr)
Secured Redeemable ACUITE AA/
Long Term 400.00
Non-Convertible Debentures (Proposed) Negative
Proposed Secured NonConvertible ACUITE AA/
Long Term 1100
Debentures Negative
Total Debt 1500

708, Lodha Supremus, Lodha iThink Techno Campus, Kanjurmarg (East), Mumbai - 400042 | +91 22 49294000 SMS: +919969898000 | www.acuite.in
| CIN: U74999MH2005PLC155683
November 1, 2021 Scan this QR Code to verify


India, 400098
Dear Mr. Shah,
N cr.) Debenture
Trustee
Yours truly,
Suman Chowdhury
DISCLAIMER

ANNEXURE - I
Amount
(Rs. Cr)
Secured Redeemable ACUITE AA/
Long Term 400.00
Non-Convertible Debentures (Proposed) Negative
Long Term 1100
Debentures Negative
Total Debt 1500

| CIN: U74999MH2005PLC155683
November 1, 2021 Scan this QR Code to verify


India, 400098
Dear Mr. Shah,
N cr.) Debenture
Trustee
Yours truly,
Suman Chowdhury
DISCLAIMER

ANNEXURE - I
Amount
(Rs. Cr)
Secured NonConvertible ACUITE AA/
Debentures LongTerm 50.02 Negative
Secured NonConver ACUITE AA/
tible Debentures LongTerm 19.13 Negative
Debentures Negative
LongTerm 181.3
Total Debt 400.00
| CIN: U74999MH2005PLC155683
September 19, 2022 Scan this QR Code to verify


India, 400098
Kind Attn.: Mr. Vishal Goradia,VP Credit BG Resources(Tel.No.981977224)
Dear Mr. Goradia,
Acuité Ratings & Research Limited has an outstanding rating of ‘ACUITE AA-’ read as [ACUITE double A minus]
with a ‘Negative’ outlook for the abovementioned debt instrument [see annexure 1]. As per Acuité’s rating
definition, 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.
N cr.) Debenture
Trustee
Yours truly,
Suman Chowdhury
DISCLAIMER

ANNEXURE - I
Amount (Rs.
Instrument Scale Cr) Ratings
50.02 ACUITE AA-/ Negative

Secured NonConvertible Debentures
Long Term

Long Term

Long Term

Long Term

Long Term
Long Term

Long Term

Long Term
Secured Retail NonConvertible Debentures

Long Term

Long Term

Long Term
ACUITE AA-/ Negative
75.8
Long Term
77.76
Long Term
16.61
Long Term
60.56
Long Term
Secured Retail NonConvertible Debentures 83.39
Long Term
11.94
Long Term
80.9
Long Term
Long Term
Long Term
82.35
Long Term
44.52
Long Term
Long Term
28.4
Long Term
10.12
Long Term
Proposed Secured NonConvertible Debentures 181.3
Long Term
Proposed Secured Retail NonConvertible 321.94
Debentures
Long Term
Proposed Secured Retail NonConvertible 354
Debentures
Long Term
Total Facilities
1900.00

708,Lodha Supremus, Lodha iThink Techno Campus, Kanjurmarg (East), Mumbai - 400042 | +91 22 49294000 SMS:+919969898000 | www.acuite.in
| CIN: U74999MH2005PLC155683
Press Release
August 05, 2022
Rating Downgraded
Quantum Short Term

Product Long Term Rating
(Rs. Cr) Rating
Non Convertible ACUITE AA- | Negative |
1900.00 -
Debentures (NCD) Downgraded
Total Outstanding Quantum
1900.00 - -
(Rs. Cr)
Total Withdrawn Quantum
0.00 - -
(Rs. Cr)
Rating Rationale
Acuité has downgraded the long term rating to ‘ACUITE AA-’ (read as ACUITE double A
minus) from ‘Acuite AA’ (read as Acuite double A) on the Rs.1900.00 Cr. Secured Retail Non-
Convertible Debentures of Edelweiss Financial Services Limited (EFSL). The outlook on the
ratings continues to remain ‘Negative’.
The rating revision factors in the continuing weakness in the business profile of Edelweiss Group
and the consequent deterioration in its earnings profile over the last 2-3 years which is
expected to persist over the medium term. Given the strategic intent of the management to
focus on primarily fee based businesses, there has been a consistent decline in the group
AUM along with ongoing concerns on the asset quality of the existing lending portfolio. Acuité
believes that the decision to slow down on the fund based businesses will lead to a lesser
diversity in its revenue streams and will have a significant bearing on the group’s earnings
quality. While the credit business has been recording losses for the last three years, the
agency business which comprises of broking, advisory, product distribution and other fee
based businesses has reported a steep decline in PBT from Rs. 256 Cr. in FY 2020 to ~Rs.
86 Cr. in FY 2022 with a YoY decline of ~50%, while there has been a sizeable growth in the
asset management business with the mutual fund AUM growing from Rs. 28,000 Cr as on Mar-
20 to Rs. 85000 Cr as on Mar-22. The group’s share in the wealth management business has
declined to 44 per cent and the long gestation insurance businesses continues to be in a loss
situation. The ARC business, which currently is contributing significantly to the overall
profitability of the group, will be subject to cyclicality and volatility in its earnings given the
unpredictable recoveries from the acquired assets.
The Group reported moderate profitability for FY2022 with profit after tax of Rs.212 Cr.
against Rs. 254 Cr. in FY2021. The group reported a modest ROA at 0.49 % for the FY2022
against 0.52% for the FY2021 Furthermore, NIMs declined to 0.26% of average earning assets in
FY2022 as against 0.77% of average earning assets in FY2021.
There has been constant pressure on the asset quality of the group. The GNPA stood at 7.12
percent on March 31, 2022 (considering the fully provisioned accounts of Rs.558 Cr.) as
compared to 7.73 percent on March 31, 2021 (4.89 percent on December 31, 2021). The AUM
declined to Rs.12447 Cr. on March 31, 2022 from Rs. 15279 Cr. as on March 31, 2021. The
reduction in AUM is not only because of downsizing of wholesale sale books but is also on the
account of the decline in the retail assets. The retail mortgage has reduced from Rs.4834 Cr.
As on March 31,2021 to Rs.3670 Cr. As on March 31, 2022.
Nevertheless, the rating continues to take into account Edelweiss Group’s established track
Acuité Ratings & Research Limited www.acuite.in
record in financial services, adequate capitalization levels and comfortable liquidity profile.
The rating takes cognizance of the Group’s strategic intent on re-building its retail loan
franchise with focus on the co-origination model, which will keep it asset light and provide
granularity to loan portfolio. The rating factors in the growth of ~85 percent in the Mutual Fund
AUM and the ~60 percent growth in number of policies issued in the general insurance
business. The rating also takes into consideration the group’s reducing debt and
demonstrated resource raising ability.
Acuité believes demonstrating sustainable improvement in profitability and revenue streams
in the evolving operating environment along with improvement in the asset quality would
remain key rating monitorables.
About the Company and the Group

Headquartered in Mumbai, Edelweiss Financial Services Limited (EFSL), the holding company
of Edelweiss Group, was incorporated in 1995 and has diversified its line of operations across
various fund based and non-fund based businesses. Edelweiss Group is promoted by Mr.
Rashesh Shah and Mr. Venkat Ramaswamy and offers a bouquet of financial services to a
diversified client base across domestic and global geographies. Its key line of business
includes Credit (retail and corporate), Asset Management, Asset Reconstruction, Insurance
(life and general) and Wealth management including Capital Markets. The Edelweiss Group
comprises Edelweiss Financial Services Limited, 30 subsidiaries and 10 associates as on March
31, 2022. Post divestment of significant stake in wealth management business, the number of
subsidiaries and associate companies have changed. Edelweiss group has a pan India
presence with a global footprint extending across geographies with offices in New York,
Mauritius, Dubai, Singapore, Hong Kong and UK.
Analytical Approach
Acuité has adopted a consolidated approach on Edelweiss Financial Services Limited (EFSL)
along with its 30 subsidiaries and 10 associates as on March 31, 2022 , collectively referred to
as ‘Edelweiss group’. The approach is driven by common promoters, shared brand name,
significant operational and financial synergies between the companies. Acuité has rated
secured NCDs as well as perpetual NCDs issued by Edelweiss group companies. It is pertinent
to note that, Unsecured Subordinated Non-Convertible Debentures (i.e. Perpetual NCDs) are
rated at a lower level vis-à-vis the regular secured debt instruments. This is in view of the
significant loss absorption characteristics associated with these perpetual instruments. The
issuer may be required to skip/defer the coupon/interest payment in case of certain events
such as decline in CAR below regulatory thresholds.
Extent of consolidation: Full
Key Rating Drivers

Strength
Strong parentage
Edelweiss Group is promoted by Mr. Rashesh Shah and Mr. Venkat Ramaswamy, who are
seasoned professionals in the financial services industry with over two decades of experience.
The promoters are supported by experienced professionals who are into financing, wealth,
and asset management businesses. The group has a diverse business profile in financial
services with presence in segments such as retail credit (including agri-finance), wholesale
lending, warehousing services, asset reconstruction, asset management, wealth
management and capital market including stock broking and insurance business. The various
verticals of the group as mentioned above are now under the following broad categories i.e.
Credit (retail and corporate), Asset Management, Asset Reconstruction, Insurance (life and
general) and Wealth management including Capital Markets. The Group had consolidated
loan book of Rs.12,447 Cr. as on March 31,2022 as against Rs.15279 Cr. as on March 31,2021, of
which retail credit was Rs.8033 Cr. (Rs.6,813 as on March 31,2021) and wholesale credit at
Rs.5698 Cr. as on March 31,2022 (Rs.7,246 Cr. as on March 31,2021). The wholesale segment
comprised loans to realtors and structured Credit. The Group has been attempting to
gradually increase its exposure to retail segment and is in talks with multiple banks for lending
under co-origination model. It has taken several steps to reduce its exposure to the
wholesale segment and reorient the portfolio toward small and mid corporate lending
segments. Besides the fund-based activities, Edelweiss Group also has an established
franchise in the capital market related business across corporate finance and advisory
domains including broking, investment banking, wealth management, and asset
management. The group has completed sale of its majority stake in wealth management
business to PAG. As on March 31, 2022, the group had customer assets of about Rs.357,700 Cr.
(about Rs. 280,800 Cr. as on March 31,2021). Most of the businesses of the group present
significant synergies amongst themselves and growth potential both on the assets and
liabilities side. The access to a pool of HNIs can be leveraged to create fund based
structures which can be utilized to support the AUM growth of the group. Acuité believes
Edelweiss group’s established position in financial services and diversified range of fee and
fund-based product offerings will continue to support its business risk profile.
Diversified funding profile

The group’s financial flexibility is supported by its demonstrated ability to mobilise resources
from diversified set of investors across domestic banks, Institutional investors and lenders,
foreign investors and domestic retail investors amongst others. The Group has attracted
investments from reputed international investors such as CDPQ (Caisse de dépôt et
placement du Québec), and PAG Asia. In the past, the Group also raised capital from KORA
Management and Sanaka Capital. In July 2021, the Group announced stake sale of 70%,
subject to regulatory approvals, in its insurance broking business to existing investor, Gallagher
Insurance for consideration of ~Rs.308 Cr. Pursuant to this deal, Gallagher Insurance will have
complete ownership of this business. As on March 31, 2022, borrowings stood at Rs.22,711 Cr.
The Group’s NCD issuances targeted at the retail investor have been well accepted in the
markets The Group also has large institutional client base in its various its funds such as
distressed Credit fund, Real estate Credit Fund, Structured debt fund and Infrastructure Fund.
The group has also demonstrated its ability to support chunky real estate projects with a
need for completion funding by setting up an AIF with South Korea based Meritz Group with a
corpus of USD 425 million. Acuité expects the Group to continue to benefit from diversified
funding mix across domestic banks, Institutional investors and lenders, foreign investors and
domestic retail investors amongst others.
Adequate gearing levels and liquidity buffer

The Group’s networth (Excluding non controlling interest share) stood at Rs.6537 Cr. as on
March 31, 2022 (Rs.6577 Cr. as on March 31,2021). Concomitantly, capital adequacy of the
credit business stood at 31.7 percent as on March 31, 2022. The group further reduced its
borrowings to Rs.22711 Cr. as on March 31,2022 as against Rs.28436 Cr. as on March 31,20201
translating into improved gearing ratio (reported borrowings/networth) of 3.47 times as on
March 31,2022 from 4.32 times as on March 31,2021. Further, the Group continued to maintain
adequate liquidity buffer over this period and reported liquidity of Rs.5,500 Cr. as on March
31,2022 comprising Rs.4,950 Cr. of overnight liquidable and treasury assets and Rs.550 Cr. in
bank lines.
Weakness
Reduced diversity of the group business
There is a shift from the fund based business model to non-fund based business by the group.
This has impacted the revenue streams of the group. The stake in wealth business has been
diluted to 44 percent and the insurance business has a long gestation period. The income
streams from the credit business and agency business of the group have shown a continuous
decline over the last three years. PBT from agency business declined to ~Rs.86 Cr. In March 31,
2022 from ~Rs. 172 Cr. In March 31, 2021(~Rs.256 Cr. In FY2020) and the credit business has
been generating losses during the same time. This provides less stability to the income profile
of the group were the ARC business, which is the key driver, is susceptible to the cyclicity and
volatility of the industry and regulatory environment.
Susceptibility in the earning profile

The Group reported moderate profitability for FY2022 with profit after tax of Rs.212 Cr.
against Rs. 254 Cr. in FY2021. The wholesale segment currently carries fully provisioned
accounts of Rs.558 Cr. The group reported a modest ROA at 0.49 % for the FY2022 against
0.52% for the FY2021. Furthermore, NIMs declined to 0.26% of average earning assets in FY2022
as against 0.77% of average earning assets in FY2021 due to degrowth in loan book resulting in
decline in interest income. The Group reported profit after tax (excluding minority interest and
including share in associate’s profit) of Rs.189 Cr. on total income of Rs.4,321 Cr. for FY2022
(Rs.252 Cr. and Rs.7015 Cr. In FY2021 respectively). Acuité also takes notes of several measures
taken by the Group to rationalize cost and improve profitability including coorigination model
for building retail portfolio, which is expected to reflect in coming quarters and focus on non-
fund business streams. Acuité believes that Group’s ability to sustain improvement in earnings
profile in the current operating environment coupled with the intense competition in the retail
segment will be key rating monitorable.
Continuous decline in AUM

Edelweiss Group’s credit lending offerings are spread across two segments i.e. retail segments
and wholesale segments. The retail segment (54% of the loan book as on March 31,2022)
comprises housing finance, Loan against Property, Construction finance, SME loans, Loan
against Securities while the wholesale segment (46% of the loan book as on March 31,2022)
comprises Structured Collateralized Credit and Real Estate financing. The Group’s loan book
decline~18.5% to Rs.12,447 Cr. as on March 31,2022 against Rs.15,279 Cr. as on March 31,2021
and Rs.21,032 Cr. as on March 31, 2020. The book has declined at a CAGR of ~23% from 2019.
The retail mortgage has reduced from Rs.4834 Cr. As on March 31,2021 to Rs.3670 Cr. As on
March 31, 2022. The decline in the loan book is primarily driven by the management’s
strategic decision to consciously scale down the exposure to the wholesale segment and
cautious sanctions in the retail sector.
Constant pressure on asset quality

While the decline in loan book continued, the asset quality witnessed only marginal
improvement with the Group’s Gross NPAs (GNPAs) at Rs.886 Cr. (7.12 % of loan assets)
Including Rs.558 Cr. Of fully provisioned accounts as on March 31, 2022 as against Rs.1182 Cr.
(7.7% of loan assets) as on March 31, 2021 As on March 31, 2022, top 20 exposures accounted
for ~25% of the overall loan book. The group’s wholesale segment mostly comprises exposures
to real estate developers for their projects. The cash flows of these realtors and the quality of
these exposures is linked to the revival in the real estate cycle. The group has already
initiated steps to prune its exposure to the wholesale segment through various initiatives such
as slowing down fresh sanctions and sell down of existing assets to dedicated funds and
ARCs. Acuité believes that the Group’s ability to attain any significant improvement in asset
quality amidst current economic environment will remain a key rating sensitivity.
ESG Factors Relevant for Rating
Edelweiss Group offers a bouquet of financial services to a diversified client base across
domestic and global geographies. The Group has presence in segments such as retail credit
(including agri-finance), wholesale lending, warehousing services, asset reconstruction, asset
management, wealth management and capital market including stock broking and
insurance business.Adoption and upkeep of strong business ethics is a sensitive material issue
for the financial services business linked to capital markets to avoid fraud, insider trading and
other anti-competitive behaviour. Other important governance issues relevant for the
industry include management and board compensation, board independence as well as
diversity, shareholder rights and role of audit committee. As regards the social factors,
product or service quality has high materiality so as to minimise misinformation about the
products to the customers and reduce reputational risks. For the industry, retention, and
development of skilled manpower along with equal opportunity for employees is crucial. While
data security is highly relevant due to company’s access to confidential client information,
social initiatives such as enhancing financial literacy and improving financial inclusion are fairly
important for the financial services sector. The material of environmental factors is low for this
industry. Edelweiss Group’s board comprises of eleven directors with two women directors. Of
the total eleven directors, six are independent directors. The Group maintains adequate
disclosures for business ethics which can be inferred from its policies relating to code of
conduct, whistle blower protection and related party transactions. The Group has formed a
Risk Committee with four out of five members being independent directors for among other
things, identifying and evaluating risks and development, implementing and tracking risk
management efforts. All the members of Audit Committee are independent directors. For
redressal of grievances of the security holders, it has constituted a Stakeholders’ Relationship
ommittee. The Group also has a committee for appointment, remuneration and
performance evaluation of the Board. On the social aspect, the Group has taken
development and training initiatives towards career development of its employees. The
Group has put in place data privacy policy to ensure adequate safeguards for collection,
storage and processing of personal and sensitive information and data of customers and
third parties. Further, the Group has set up EdelGive foundation, a grant-making foundation
which is funding and supporting the growth of small to mid-sized grassroots NGOs committed
to empowering vulnerable children, women, and communities. Over the last 13 years,
EdelGive has supported over 150 organizations across 111 districts in 14 states of India.
Rating Sensitivity
Movement in profitability as per the expectations
Growth in AUM for retail lending
Movement in the asset quality and collection efficiency
Changes in Regulatory environment
Significant capital infusion
Material Covenants
Edelweiss Group is subject to covenants stipulated by its lenders/investors in respect of
various parameters like capital structure, asset quality among others. As per confirmation
received from the Group vide mail dated July 01,2022, ‘the Group is adhering to all terms and
conditions stipulated as covenants by all its lenders/investors.
Liquidity Position
Adequate
EFSL’s liquidity profile is supported by the group’s centralised treasury operations and
adequate liquidity position. The group has demonstrated the ability to raise medium to long
term funding from banks/capital markets which should support the Group’s ability to plug any
possible mismatches. The Group’s liquidity profile is supported by funding from diversified base
i.e. banks and financial institutions along with capital market instruments like CBLO
borrowings, Commercial Papers and NCDs. The Group’s expected repayment obligations
maturing during FY2023 are around Rs. 9,900 Cr. against expected inflows of Rs. 9,000 Cr.
during the same period. The Group on a consolidated basis had maintained liquidity buffers of
Rs.5,500 Cr. (includes bank lines of Rs.550 Cr.) as on March 31, 2022.
Outlook : Negative
Acuité believes that the Edelweiss Group’s Credit profile will continue to face pressures over
the near to medium term on account of the deterioration of asset quality and profitability.
The decision to slow down on the fund based businesses is expected to lead to lesser diversity
in its revenue streams and will have a significant bearing on the group’s earnings quality.
Acuité will be closely monitoring the performance of the Group and any further impairment in
asset quality or reduction of profitability will impart a strong negative bias to the rating. The
outlook may be revised to Stable in case Edelweiss Group is able to demonstrate significant
and sustained improvement in asset quality and profitability.
Key Financials - Standalone / Originator

FY22 FY21 FY20
Unit
(Actual) (Actual) (Actual)
Total Assets Rs.
Cr. 7926.15 5943.13 3652.96
Total Income* Rs.
Cr. 1158.22 1182.26 226.70

PAT Rs.
Cr. 933.36 716.22 82.58
Net Worth Rs.

Cr. 5000.22 4125.99 3454.57
Return on
Average (%) 13.46 14.93 2.22
Assets (RoAA)
Total
Debt/Tangible Times
Net Worth
(Gearing) 0.49 0.20 0.04
*Total income equals to Total Income net off interest expense

Total income inclusive if total investment income
Total Assets net of DTA
Ratios as per Acuité calculations
Key Financials - Consolidated

FY22 FY21 FY20
Unit (Actual) (Actual) (Actual)
Total Assets Rs.
Cr. 42123.22 45015.52 53323.85
Total Income* Rs.
Cr. 4320.49 7014.82 4809.59
PAT Rs.
Cr. 212.08 253.91 (2043.77)
Net Worth
Rs. 6537.42 6577.16 6128.71
Cr.
Return on
Average (%) 0.49 0.52 (3.48)
Assets (RoAA)
Return (%)
on
Av erage 3.23 4.01 (29.73)
Net
Worth(RoNW)
Total
Debt/Tangible Times
Net Worth
(Gearing) 3.47 4.32 5.97
Gross NPA (%) 7.12 7.73 5.30
Net NPA (%) 1.62 4.10 4.10
*Total income equals to Total Income net off interest expense
Total income inclusive if total investment income
Total Assets net of DTA
Ratios as per Acuité calculations
Status of non-cooperation with previous CRA (if applicable):

Not Applicable
Any other information

Not Applicable
Applicable Criteria
• Application Of Financial Ratios And Adjustments: https://www.acuite.in/view-rating-criteria-
53.htm
• Consolidation Of Companies: https://www.acuite.in/view-rating-criteria-60.htm
• Default Recognition: https://www.acuite.in/view-rating-criteria-52.htm
• Non-Banking Financing Entities: https://www.acuite.in/view-rating-criteria-44.htm
Note on complexity levels of the rated instrument

https://www.acuite.in/view-rating-criteria-55.htm
Rating History
Name of Amount (Rs.
Date Instruments/Facilities Term Cr) Rating/Outlook
Long ACUITE AA | Negative
Non Convertible Debentures Term 19.13 (Reaffirmed)
Proposed Non Convertible Long ACUITE AA | Negative
Debentures Term 643.75 (Reaffirmed)
04 Feb Non Convertible Debentures Term 83.39 (Reaffirmed)
2022 Long ACUITE AA | Negative

04 Jan Proposed Non Convertible Long ACUITE AA | Negative
2022 Debentures Term 181.30 (Reaffirmed)
24 Sep Non Convertible Debentures Term 400.00 (Reaffirmed)
31 Aug Long ACUITE AA | Negative
2021

Debentures Term 1500.00 (Assigned)
23 Jul
Non Convertible Debentures Long 30.00 ACUITE AA | Negative

Term (Reaffirmed)
19 Jul Long ACUITE AA | Negative
2021
Debentures Term 1500.00 (Assigned)
06 Apr Proposed Non Convertible Long ACUITE AA | Negative
2021 Debentures Term 400.00 (Reaffirmed)
04 Mar Proposed Non Convertible Long ACUITE AA | Negative
2021 Debentures Term 400.00 (Assigned)

Annexure - Details of instruments rated
Lender’s Date Of Coupon Maturity Quantum
ISIN Facilities Rating
Name Issuance Rate Date (Rs. Cr.)
Proposed ACUITE AA-
Secured | Negative |
Not Not Retail Non- Not Not Not
181.30 Downgraded
Applicable Applicable Convertible Applicable Applicable Applicable ( from
Debentures ACUITE AA )
Proposed ACUITE AA-
Not Not Retail Non- Not Not Not
354.00 Downgraded
Applicable Applicable Convertible Applicable Applicable Applicable ( from
ACUITE AA-
Not Retail Non- Not
INE532F07CE8 10-09-2021 10-09-2024 29.70 Downgraded
Applicable Convertible Applicable ( from
ACUITE AA-
Not Retail Non- Not
INE532F07CD0 10-09-2021 10-09-2024 80.90 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
INE532F07CF5 10-09-2021 10-09-2026 82.35 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
INE532F07CG3 10-09-2021 10-09-2026 44.52 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
INE532F07CH1 10-09-2021 10-09-2026 13.76 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
INE532F07CI9 10-09-2021 10-09-2031 28.40 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
INE532F07CJ7 10-09-2021 10-09-2031 10.12 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07BV4 29-04-2021 9.10 29-04-2024 50.02 Downgraded
Applicable Convertible ( from
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
Applicable INE532F07BW2 Convertible 29-04-2021 Applicable 29-04-2024 12.50Downgraded
Debentures ( from
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07BX0 29-04-2021 9.16 29-04-2026 81.92 Downgraded
ACUITE AA-
Not Retail Non-
INE532F07BY8 29-04-2021 9.55 29-04-2026 30.11 Downgraded
ACUITE AA-
Not Retail Non- Not
INE532F07BZ5 29-04-2021 29-04-2026 9.30 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07CA6 29-04-2021 9.30 29-04-2031 19.13 Downgraded
Applicable Convertible
( from
ACUITE AA-
Not Retail Non-
INE532F07CB4 29-04-2021 9.70 29-04-2031 15.72 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07CC2 10-09-2021 8.75 10-09-2024 400.00 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07CU4 28-12-2021 9.70 28-12-2031 13.22 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07CT6 28-12-2021 9.30 28-12-2031 31.10 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non- Not
INE532F07CS8 28-12-2021 28-12-2026 12.17 Downgraded
Debentures
ACUITE AA )
ACUITE AA-
Not Retail Non-
INE532F07CR0 28-12-2021 9.55 28-12-2026 75.80 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Secured
| Negative |
Not Retail Non-
INE532F07CQ2 28-12-2021 9.15 28-12-2026 77.76 Downgraded
( from

ACUITE AA-
Secured
| Negative |
Not Retail Non- Not
INE532F07CP4 28-12-2021 28-12-2024 16.61 Downgraded
Applicable Convertible Applicable
( from
Debentures
ACUITE AA )
ACUITE AA-
Secured
| Negative |
Not Retail Non-
INE532F07CO7 28-12-2021 9.10 28-12-2024 60.56 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Secured
| Negative |
Not Retail Non-
INE532F07CN9 28-12-2021 8.75 28-12-2024 83.39 Downgraded
( from
Debentures
ACUITE AA )
ACUITE AA-
Secured
| Negative |
Not Retail Non- Not
INE532F07CM1 28-12-2021 28-12-2023 11.94 Downgraded
Applicable Convertible Applicable
( from
Debentures
ACUITE AA )
ACUITE AA-
Secured
| Negative |
Not Retail Non-
INE532F07CL3 28-12-2021 8.75 28-12-2023 73.70 Downgraded
( from
Debentures
ACUITE AA )

Contacts
Analytical Rating Desk
Mohit Jain Varsha Bist
Senior Vice President-Rating Operations Senior Manager-Rating Operations
Tel: 022-49294041 Tel: 022-49294011
[email protected] [email protected]
Basil Paul
Manager-Rating Operations
Tel: 022-49294065
[email protected]
About Acuité Ratings & Research

Acuité is a full-service Credit Rating Agency registered with the Securities & Exchange Board
of India (SEBI). The company received RBI Accreditation as an External Credit Assessment
Institution (ECAI) for Bank Loan Ratings under BASEL-II norms in the year 2012. Acuité has
assigned ratings to various securities, debt instruments and bank facilities of entities spread
across the country and across a wide cross section of industries. It has its Registered and
Head Office in Kanjurmarg, Mumbai.
Disclaimer: An Acuité rating does not constitute an audit of the rated entity and should not
be treated as a recommendation or opinion that is intended to substitute for a financial
adviser's or investor's independent assessment of whether to buy, sell or hold any security.
Ratings assigned by Acuité are based on the data and information provided by the issuer
and obtained from other reliable sources. Although reasonable care has been taken to
ensure that the data and information is true, Acuité, in particular, makes no representation or
warranty, expressed or implied with respect to the adequacy, accuracy or completeness of
the information relied upon. Acuité is not responsible for any errors or omissions and especially
states that it has no financial liability whatsoever for any direct, indirect or consequential loss
of any kind, arising from the use of its ratings. Ratings assigned by Acuité are subject to a
process of surveillance which may lead to a revision in ratings as and when the circumstances
so warrant. Please visit our website (www.acuite.in) for the latest information on any
instrument rated by Acuité.

ANNEXURE C – DEBENTURE TRUSTEE CONSENT LETTER
292
ANNEXURE D – ILLUSTRATIVE CASH FLOW AND DAY COUNT CONVENTION
24 months - Annual Coupon Payment

Edelweiss Financial Services Edelweiss Financial Services
Company Limited Limited
Pre-Incentive Post Incentive
Face Value per NCD (in Rs.) 1000 1000
Number of NCDs held (assumed) 1 1
Date of Allotment (assumed)* Friday, 21 October, 2022 Friday, 21 October, 2022
Tenor 2 years 2 years
Coupon Rate for all Categories of
8.85% 9.05%
Investors
Redemption Date/Maturity Date
Monday, 21 October, 2024 Monday, 21 October, 2024
(assumed)
First interest on October 21, 2023 First interest on October
Frequency of the interest payment with
and subsequently on October 21 21, 2023 and subsequently on
specified dates
every year October 21 every year
Day Count Convention Actual/Actual Actual/Actual
Coupon For Coupon For

No. of days all Categories all Categories
Date of
Cash Flows Due Date in Coupon of Investors of Investors
Payment
Period (in Rs.) (Pre- (in Rs.) (Post
Incentive) Incentive)
Deemed date of Friday, 21
Friday, 21 October, 2022
allotment October, 2022 -1000 -1000
Saturday, 21 October, Monday, 23
1st Coupon 2023 October, 2023 365 88.50 90.50
Monday, 21 October, Monday, 21
2nd Coupon 2024 October, 2024 366 88.50 90.50
Principal / Maturity Monday, 21 October, Monday, 21
value 2024 October, 2024 1000 1000
24 Months - Cumulative Payment

Pre-Incentive Post-Incentive
*
Date of Allotment (assumed) Friday, 21 October, 2022 Friday, 21 October, 2022
Tenor 2 Years 2 Years
NA NA
Investors
Monday, 21 October, 2024 Monday, 21 October, 2024
(assumed)
293
Frequency of the interest payment
NA NA
with specified dates
Coupon For all Coupon For all

No. of
Categories of Categories of
days in
Cash Flows Due Date Date of Payment Investors (in Investors (in
Coupon
Rs.) (Pre- Rs.) (Post
Period
Deemed date of Friday, 21 Friday, 21
allotment October, 2022 October, 2022 -1000.00 -1000.00
Coupon/Interest Monday, 21 Monday, 21
Payment October, 2024 October, 2024 731 185.10 189.50
Principal / Maturity Monday, 21 Monday, 21
value October, 2024 October, 2024 1000.00 1000.00
8.85% 9.05%
24 months - Monthly Coupon Payment

8.90% 9.10%
Investors
Redemption Date/Maturity Date (assumed) Tuesday, 21 October, 2025 Tuesday, 21 October, 2025
First interest on December First interest on December
1, 2022 and subsequently on the 1, 2022 and subsequently on the
specified dates
1st day of every month. 1st day of every month.
Coupon For
Coupon For
all
No. of days all Categories
Cash Categories of
Due Date Date of Payment in Coupon of Investors
Flows Investors (in
Period (in Rs.) (Post
Rs.) (Pre-
Incentive)
Incentive)
Deemed
date of Friday, 21 October, 2022
allotment Friday, 21 October, 2022 -1000 -1000
1st Thursday, 1 December, Thursday, 1 December,
Coupon 2022 2022 41 10.00 10.22
294
2nd
Coupon Sunday, 1 January, 2023 Monday, 2 January, 2023 31 7.56 7.73
3rd Wednesday, 1 February, Wednesday, 1 February,
Coupon 2023 2023 31 7.56 7.73
4th Wednesday, 1 March,
Coupon 2023 Wednesday, 1 March, 2023 28 6.83 6.98
5th
Coupon Saturday, 1 April, 2023 Monday, 3 April, 2023 31 7.56 7.73
6th
Coupon Monday, 1 May, 2023 Tuesday, 2 May, 2023 30 7.32 7.48
7th
Coupon Thursday, 1 June, 2023 Thursday, 1 June, 2023 31 7.56 7.73
8th
Coupon Saturday, 1 July, 2023 Monday, 3 July, 2023 30 7.32 7.48
9th
Coupon Tuesday, 1 August, 2023 Tuesday, 1 August, 2023 31 7.56 7.73
10th Friday, 1 September,
Coupon 2023 Friday, 1 September, 2023 31 7.56 7.73
11th
Coupon Sunday, 1 October, 2023 Tuesday, 3 October, 2023 30 7.32 7.48
12th Wednesday, 1 Wednesday, 1 November,
Coupon November, 2023 2023 31 7.56 7.73
13th Friday, 1 December,
Coupon 2023 Friday, 1 December, 2023 30 7.32 7.48
14th Monday, 1 January,
Coupon 2024 Monday, 1 January, 2024 31 7.56 7.73
15th Thursday, 1 February,
Coupon 2024 Thursday, 1 February, 2024 31 7.54 7.71
16th
Coupon Friday, 1 March, 2024 Friday, 1 March, 2024 29 7.05 7.21
17th
Coupon Monday, 1 April, 2024 Monday, 1 April, 2024 31 7.54 7.71
18th Wednesday, 1 May,
Coupon 2024 Thursday, 2 May, 2024 30 7.30 7.46
19th
Coupon Saturday, 1 June, 2024 Monday, 3 June, 2024 31 7.54 7.71
20th
Coupon Monday, 1 July, 2024 Monday, 1 July, 2024 30 7.30 7.46
21st Thursday, 1 August,
Coupon 2024 Thursday, 1 August, 2024 31 7.54 7.71
22nd Sunday, 1 September, Monday, 2 September,
Coupon 2024 2024 31 7.54 7.71
23rd Tuesday, 1 October,
Coupon 2024 Tuesday, 1 October, 2024 30 7.30 7.46
24th Friday, 1 November,
Coupon 2024 Friday, 1 November, 2024 31 7.54 7.71
295
25th Sunday, 1 December,
Coupon 2024 Monday, 2 December, 2024 30 7.30 7.46
26th Wednesday, 1 January, Wednesday, 1 January,
Coupon 2025 2025 31 7.54 7.71
27th Saturday, 1 February,
Coupon 2025 Monday, 3 February, 2025 31 7.56 7.73
28th
Coupon Saturday, 1 March, 2025 Monday, 3 March, 2025 28 6.83 6.98
29th
Coupon Tuesday, 1 April, 2025 Tuesday, 1 April, 2025 31 7.56 7.73
30th
Coupon Thursday, 1 May, 2025 Friday, 2 May, 2025 30 7.30 7.46
31st
Coupon Sunday, 1 June, 2025 Monday, 2 June, 2025 31 7.56 7.73
32nd
Coupon Tuesday, 1 July, 2025 Tuesday, 1 July, 2025 30 7.32 7.48
33rd
Coupon Friday, 1 August, 2025 Friday, 1 August, 2025 31 7.56 7.73
34th Monday, 1 September, Monday, 1 September,
Coupon 2025 2025 31 7.56 7.73
35th Wednesday, 1 October, Wednesday, 1 October,
Coupon 2025 2025 30 7.32 7.48
36th Tuesday, 21 October,
Coupon 2025 Tuesday, 21 October, 2025 20 4.88 4.99
Principal
/
Maturity Tuesday, 21 October,
value 2025 Tuesday, 21 October, 2025 1000 1000

Pre-Incentive Post Incentive
9.25% 9.45%
Investors
Tuesday, 21 October, 2025 Tuesday, 21 October, 2025
(assumed)
First interest on October 21, 2023 First interest on October
and subsequently on October 21 21, 2023 and subsequently on
specified dates
every year October 21 every year
296
No. of days all Categories all Categories
Date of
Cash Flows Due Date in Coupon of Investors of Investors
Payment
Tuesday, 21 October, Tuesday, 21
3rd Coupon 2025 October, 2025 365 92.50 94.50
Principal / Maturity Tuesday, 21 October, Tuesday, 21
value 2025 October, 2025 1000 1000
36 months - Cumulative Payment

*
NA NA
Investors
Tuesday, 21 October, 2025 Tuesday, 21 October, 2025
(assumed)
NA NA

No. of
days in
Coupon
Period
allotment October, 2022 October, 2022 -1000.00 -1000.00
Coupon/Interest Tuesday, 21 Tuesday, 21
Payment October, 2025 October, 2025 1096 304.30 311.45
Principal / Maturity Tuesday, 21 Tuesday, 21
value October, 2025 October, 2025 1000.00 1000.00
297
60 months - Monthly Coupon Payment
9.3500% 9.5500%
Investors
Redemption Date/Maturity Date (assumed) Thursday, 21 October, 2027 Thursday, 21 October, 2027
First interest on December 1, 2022 First interest on December
and subsequently on the 1st day of 1, 2022 and subsequently on
specified dates
every month. the 1st day of every month.
Coupon
For all
Coupon For
No. of Categories
all Categories
days in of
Cash Flows Due Date Date of Payment of Investors
Coupon Investors
(in Rs.) (Pre-
Period (in Rs.)
Incentive)
(Post
Incentive)
Deemed date of
allotment Friday, 21 October, 2022 -1000 -1000
Thursday, 1 December, Thursday, 1 December,
1st Coupon 2022 2022 41 10.50 10.73
2nd Coupon Sunday, 1 January, 2023 Monday, 2 January, 2023 31 7.94 8.11
Wednesday, 1 February, Wednesday, 1 February,
3rd Coupon 2023 2023 31 7.94 8.11
Wednesday, 1 March, Wednesday, 1 March,
4th Coupon 2023 2023 28 7.17 7.33
5th Coupon Saturday, 1 April, 2023 Monday, 3 April, 2023 31 7.94 8.11
6th Coupon Monday, 1 May, 2023 Tuesday, 2 May, 2023 30 7.68 7.85
7th Coupon Thursday, 1 June, 2023 Thursday, 1 June, 2023 31 7.94 8.11
8th Coupon Saturday, 1 July, 2023 Monday, 3 July, 2023 30 7.68 7.85
9th Coupon Tuesday, 1 August, 2023 Tuesday, 1 August, 2023 31 7.94 8.11
Friday, 1 September, Friday, 1 September,
10th Coupon 2023 2023 31 7.94 8.11
11th Coupon Sunday, 1 October, 2023 Tuesday, 3 October, 2023 30 7.68 7.85
Wednesday, 1 Wednesday, 1 November,
12th Coupon November, 2023 2023 31 7.94 8.11
Friday, 1 December,
13th Coupon 2023 Friday, 1 December, 2023 30 7.68 7.85
298
Monday, 1 January,
14th Coupon 2024 Monday, 1 January, 2024 31 7.94 8.11
Thursday, 1 February, Thursday, 1 February,
15th Coupon 2024 2024 31 7.92 8.09
16th Coupon Friday, 1 March, 2024 Friday, 1 March, 2024 29 7.41 7.57
17th Coupon Monday, 1 April, 2024 Monday, 1 April, 2024 31 7.92 8.09
Wednesday, 1 May,
18th Coupon 2024 Thursday, 2 May, 2024 30 7.66 7.83
19th Coupon Saturday, 1 June, 2024 Monday, 3 June, 2024 31 7.92 8.09
20th Coupon Monday, 1 July, 2024 Monday, 1 July, 2024 30 7.66 7.83
Thursday, 1 August,
21st Coupon 2024 Thursday, 1 August, 2024 31 7.92 8.09
Sunday, 1 September, Monday, 2 September,
22nd Coupon 2024 2024 31 7.92 8.09
Tuesday, 1 October,
23rd Coupon 2024 Tuesday, 1 October, 2024 30 7.66 7.83
Friday, 1 November, Friday, 1 November,
24th Coupon 2024 2024 31 7.92 8.09
Sunday, 1 December, Monday, 2 December,
25th Coupon 2024 2024 30 7.66 7.83
Wednesday, 1 January, Wednesday, 1 January,
26th Coupon 2025 2025 31 7.92 8.09
Saturday, 1 February, Monday, 3 February,
27th Coupon 2025 2025 31 7.94 8.11
28th Coupon Saturday, 1 March, 2025 Monday, 3 March, 2025 28 7.17 7.33
29th Coupon Tuesday, 1 April, 2025 Tuesday, 1 April, 2025 31 7.94 8.11
30th Coupon Thursday, 1 May, 2025 Friday, 2 May, 2025 30 7.68 7.83
31st Coupon Sunday, 1 June, 2025 Monday, 2 June, 2025 31 7.92 8.11
32nd Coupon Tuesday, 1 July, 2025 Tuesday, 1 July, 2025 30 7.68 7.85
33rd Coupon Friday, 1 August, 2025 Friday, 1 August, 2025 31 7.94 8.11
Monday, 1 September, Monday, 1 September,
34th Coupon 2025 2025 31 7.94 8.11
Wednesday, 1 October, Wednesday, 1 October,
35th Coupon 2025 2025 30 7.68 7.85
Saturday, 1 November, Monday, 3 November,
36th Coupon 2025 2025 31 7.94 8.11
Monday, 1 December, Monday, 1 December,
37th Coupon 2025 2025 30 7.68 7.85
Thursday, 1 January, Thursday, 1 January,
38th Coupon 2026 2026 31 7.94 8.11
Sunday, 1 February, Monday, 2 February,
39th Coupon 2026 2026 31 7.94 8.11
40th Coupon Sunday, 1 March, 2026 Monday, 2 March, 2026 28 7.17 7.33
299
Wednesday, 1 April,
41st Coupon 2026 Wednesday, 1 April, 2026 31 7.94 8.11
42nd Coupon Friday, 1 May, 2026 Monday, 4 May, 2026 30 7.68 7.85
43rd Coupon Monday, 1 June, 2026 Monday, 1 June, 2026 31 7.94 8.11
44th Coupon Wednesday, 1 July, 2026 Wednesday, 1 July, 2026 30 7.68 7.85
Saturday, 1 August,
45th Coupon 2026 Monday, 3 August, 2026 31 7.94 8.11
Tuesday, 1 September, Tuesday, 1 September,
46th Coupon 2026 2026 31 7.94 8.11
Thursday, 1 October, Thursday, 1 October,
47th Coupon 2026 2026 30 7.68 7.85
Sunday, 1 November, Monday, 2 November,
48th Coupon 2026 2026 31 7.94 8.11
Tuesday, 1 December, Tuesday, 1 December,
49th Coupon 2026 2026 30 7.68 7.85
50th Coupon Friday, 1 January, 2027 Friday, 1 January, 2027 31 7.94 8.11
Monday, 1 February, Monday, 1 February,
51st Coupon 2027 2027 31 7.94 8.11
52nd Coupon Monday, 1 March, 2027 Monday, 1 March, 2027 28 7.17 7.33
53rd Coupon Thursday, 1 April, 2027 Thursday, 1 April, 2027 31 7.94 8.11
54th Coupon Saturday, 1 May, 2027 Monday, 3 May, 2027 30 7.68 7.85
55th Coupon Tuesday, 1 June, 2027 Tuesday, 1 June, 2027 31 7.94 8.11
56th Coupon Thursday, 1 July, 2027 Thursday, 1 July, 2027 30 7.68 7.85
57th Coupon Sunday, 1 August, 2027 Monday, 2 August, 2027 31 7.94 8.11
Wednesday, 1 Wednesday, 1 September,
58th Coupon September, 2027 2027 31 7.94 8.11
59th Coupon Friday, 1 October, 2027 Friday, 1 October, 2027 30 7.68 7.85
Thursday, 21 October, Thursday, 21 October,
60th Coupon 2027 2027 20 5.12 5.23
Principal / Thursday, 21 October, Thursday, 21 October,
Maturity value 2027 2027 1000 1000

*
9.75% 9.95%
Investors
Redemption Date/Maturity Date (assumed) Thursday, 21 October, 2027 Thursday, 21 October, 2027
300
First interest on October First interest on October
21, 2023 and subsequently on 21, 2023 and subsequently on
specified dates
October 21 every year October 21 every year

No. of all all
Date of days in Categories Categories
Cash Flows Due Date
Payment Coupon of Investors of Investors
Wednesday,
Wednesday, 21 October, 21 October,
4th Coupon 2026 2026 365 97.50 99.50
Thursday, 21 October, Thursday, 21
5th Coupon 2027 October, 2027 365 97.50 99.50
Principal / Maturity Thursday, 21 October, Thursday, 21
value 2027 October, 2027 1000 1000.00
60 months - Cumulative Payment


NA NA
Investors

Thursday, 21 October, 2027 Thursday, 21 October, 2027
(assumed)
NA NA
301
No. of
all Categories all Categories
days in
Cash Flows Due Date Date of Payment of Investors of Investors
Coupon
(in Rs.) (Pre- (in Rs.) (Post
Period
Deemed date of Friday, 21 October,
allotment 2022 -1000 -1000
Coupon/Interest Thursday, 21 October, Thursday, 21
Payment 2027 October, 2027 1826 592.75 607.30
Principal / Thursday, 21 October, Thursday, 21
Maturity value 2027 October, 2027 1000 1000
120 months - monthly Coupon Payment

*
9.65% 9.85%
Investors
(assumed)
First interest on December 1, 2022 First interest on December 1, 2022
and subsequently on the 1st day of and subsequently on the 1st day of
specified dates
every month. every month.

No. of all all
days in Categories of Categories of
Cash Flows Due Date Date of Payment
Coupon Investors (in Investors (in
Period Rs.) (Pre- Rs.) (Post
Thursday, 1 December, Thursday, 1
1st Coupon 2022 December, 2022 41 10.84 11.06
Monday, 2
2nd Coupon Sunday, 1 January, 2023 January, 2023 31 8.20 8.37
Wednesday, 1 February, Wednesday, 1
3rd Coupon 2023 February, 2023 31 8.20 8.37
Wednesday, 1 March, Wednesday, 1
4th Coupon 2023 March, 2023 28 7.40 7.56
302
Monday, 3 April,
5th Coupon Saturday, 1 April, 2023 2023 31 8.20 8.37
Tuesday, 2 May,
6th Coupon Monday, 1 May, 2023 2023 30 7.93 8.10
Thursday, 1 June,
7th Coupon Thursday, 1 June, 2023 2023 31 8.20 8.37
Monday, 3 July,
8th Coupon Saturday, 1 July, 2023 2023 30 7.93 8.10
Tuesday, 1
9th Coupon Tuesday, 1 August, 2023 August, 2023 31 8.20 8.37
Friday, 1 September, Friday, 1
10th Coupon 2023 September, 2023 31 8.20 8.37
Monday, 2
11th Coupon Sunday, 1 October, 2023 October, 2023 30 7.93 8.10
Wednesday, 1 Wednesday, 1
12th Coupon November, 2023 November, 2023 31 8.20 8.37
Friday, 1 December, Friday, 1
13th Coupon 2023 December, 2023 30 7.93 8.10
Monday, 1 January, Monday, 1
14th Coupon 2024 January, 2024 31 8.20 8.37
Thursday, 1 February, Thursday, 1
15th Coupon 2024 February, 2024 31 8.17 8.34
Friday, 1 March,
16th Coupon Friday, 1 March, 2024 2024 29 7.65 7.80
Monday, 1 April,
17th Coupon Monday, 1 April, 2024 2024 31 8.17 8.34
Wednesday, 1 May, Thursday, 2 May,
18th Coupon 2024 2024 30 7.91 8.07
Monday, 3 June,
19th Coupon Saturday, 1 June, 2024 2024 31 8.17 8.34
Monday, 1 July,
20th Coupon Monday, 1 July, 2024 2024 30 7.91 8.07
Thursday, 1 August, Thursday, 1
21st Coupon 2024 August, 2024 31 8.17 8.34
Sunday, 1 September, Monday, 2
22nd Coupon 2024 September, 2024 31 8.17 8.34
Friday, 1 November, Friday, 1
24th Coupon 2024 November, 2024 31 8.17 8.34
Sunday, 1 December, Monday, 2
Wednesday, 1 January, Wednesday, 1
Saturday, 1 February, Monday, 3
303
Monday, 3
28th Coupon Saturday, 1 March, 2025 March, 2025 28 7.40 7.56
Tuesday, 1 April,
29th Coupon Tuesday, 1 April, 2025 2025 31 8.20 8.37
Friday, 2 May,
30th Coupon Thursday, 1 May, 2025 2025 30 7.93 8.10
Monday, 2 June,
31st Coupon Sunday, 1 June, 2025 2025 31 8.20 8.37
Tuesday, 1 July,
32nd Coupon Tuesday, 1 July, 2025 2025 30 7.93 8.10
Friday, 1 August,
33rd Coupon Friday, 1 August, 2025 2025 31 8.20 8.37
Monday, 1 September, Monday, 1
Wednesday, 1 October, Wednesday, 1
Saturday, 1 November, Monday, 3
Monday, 1 December, Monday, 1
Thursday, 1 January, Thursday, 1
Sunday, 1 February, Monday, 2
Monday, 2
40th Coupon Sunday, 1 March, 2026 March, 2026 28 7.40 7.56
Wednesday, 1 April, Wednesday, 1
41st Coupon 2026 April, 2026 31 8.20 8.37
Monday, 4 May,
42nd Coupon Friday, 1 May, 2026 2026 30 7.93 8.10
Monday, 1 June,
43rd Coupon Monday, 1 June, 2026 2026 31 8.20 8.37
Wednesday, 1
44th Coupon Wednesday, 1 July, 2026 July, 2026 30 7.93 8.10
Saturday, 1 August, Monday, 3
45th Coupon 2026 August, 2026 31 8.20 8.37
Tuesday, 1 September, Tuesday, 1
Sunday, 1 November, Monday, 2
Tuesday, 1 December, Tuesday, 1
Friday, 1 January,
50th Coupon Friday, 1 January, 2027 2027 31 8.20 8.37
304
Monday, 1 February, Monday, 1
51st Coupon 2027 February, 2027 31 8.20 8.37
Monday, 1
52nd Coupon Monday, 1 March, 2027 March, 2027 28 7.40 7.56
Thursday, 1
53rd Coupon Thursday, 1 April, 2027 April, 2027 31 8.20 8.37
Monday, 3 May,
54th Coupon Saturday, 1 May, 2027 2027 30 7.93 8.10
Tuesday, 1 June,
55th Coupon Tuesday, 1 June, 2027 2027 31 8.20 8.37
Thursday, 1 July,
56th Coupon Thursday, 1 July, 2027 2027 30 7.93 8.10
Monday, 2
57th Coupon Sunday, 1 August, 2027 August, 2027 31 8.20 8.37
58th Coupon September, 2027 September, 2027 31 8.20 8.37
Friday, 1
59th Coupon Friday, 1 October, 2027 October, 2027 30 7.93 8.10
Monday, 1 November, Monday, 1
61st Coupon December, 2027 December, 2027 30 7.93 8.10
Saturday, 1 January, Monday, 3
62nd Coupon 2028 January, 2028 31 8.20 8.37
Tuesday, 1 February, Tuesday, 1
63rd Coupon 2028 February, 2028 31 8.17 8.34
Wednesday, 1 March, Wednesday, 1
64th Coupon 2028 March, 2028 29 7.65 7.80
Monday, 3 April,
65th Coupon Saturday, 1 April, 2028 2028 31 8.17 8.34
Tuesday, 2 May,
66th Coupon Monday, 1 May, 2028 2028 30 7.91 8.07
Thursday, 1 June,
67th Coupon Thursday, 1 June, 2028 2028 31 8.17 8.34
Monday, 3 July,
68th Coupon Saturday, 1 July, 2028 2028 30 7.91 8.07
Tuesday, 1
69th Coupon Tuesday, 1 August, 2028 August, 2028 31 8.17 8.34
Friday, 1 September, Friday, 1
Tuesday, 3
71st Coupon Sunday, 1 October, 2028 October, 2028 30 7.91 8.07
72nd Coupon November, 2028 November, 2028 31 8.17 8.34
Friday, 1 December, Friday, 1
73rd Coupon 2028 December, 2028 30 7.91 8.07
305
Monday, 1 January, Monday, 1
Thursday, 1 February, Thursday, 1
Thursday, 1 March, Thursday, 1
76th Coupon 2029 March, 2029 28 7.40 7.56
Monday, 2 April,
77th Coupon Sunday, 1 April, 2029 2029 31 8.20 8.37
Wednesday, 2
78th Coupon Tuesday, 1 May, 2029 May, 2029 30 7.93 8.10
Friday, 1 June,
79th Coupon Friday, 1 June, 2029 2029 31 8.20 8.37
Monday, 2 July,
80th Coupon Sunday, 1 July, 2029 2029 30 7.93 8.10
Wednesday, 1 August, Wednesday, 1
81st Coupon 2029 August, 2029 31 8.20 8.37
Saturday, 1 September, Monday, 3
82nd Coupon 2029 September, 2029 31 8.20 8.37
Thursday, 1 November, Thursday, 1
Saturday, 1 December, Monday, 3
Tuesday, 1 January, Tuesday, 1
Friday, 1
87th Coupon Friday, 1 February, 2030 February, 2030 31 8.20 8.37
Friday, 1 March,
88th Coupon Friday, 1 March, 2030 2030 28 7.40 7.56
Monday, 1 April,
89th Coupon Monday, 1 April, 2030 2030 31 8.20 8.37
Wednesday, 1 May, Thursday, 2 May,
90th Coupon 2030 2030 30 7.93 8.10
Monday, 3 June,
91st Coupon Saturday, 1 June, 2030 2030 31 8.20 8.37
Monday, 1 July,
92nd Coupon Monday, 1 July, 2030 2030 30 7.93 8.10
Thursday, 1 August, Thursday, 1
93rd Coupon 2030 August, 2030 31 8.20 8.37
Sunday, 1 September, Monday, 2
Friday, 1 November, Friday, 1
306
Sunday, 1 December, Monday, 2
Wednesday, 1 January, Wednesday, 1
Saturday, 1 February, Monday, 3
Monday, 3
100th Coupon Saturday, 1 March, 2031 March, 2031 28 7.40 7.56
Tuesday, 1 April,
101st Coupon Tuesday, 1 April, 2031 2031 31 8.20 8.37
Friday, 2 May,
102nd Coupon Thursday, 1 May, 2031 2031 30 7.93 8.10
Monday, 2 June,
103rd Coupon Sunday, 1 June, 2031 2031 31 8.20 8.37
Tuesday, 1 July,
104th Coupon Tuesday, 1 July, 2031 2031 30 7.93 8.10
Friday, 1 August,
105th Coupon Friday, 1 August, 2031 2031 31 8.20 8.37
Monday, 1 September, Monday, 1
Wednesday, 1 October, Wednesday, 1
Saturday, 1 November, Monday, 3
Monday, 1 December, Monday, 1
Thursday, 1 January, Thursday, 1
Sunday, 1 February, Monday, 2
Monday, 1
112th Coupon Monday, 1 March, 2032 March, 2032 29 7.65 7.80
Thursday, 1
113th Coupon Thursday, 1 April, 2032 April, 2032 31 8.17 8.34
Monday, 3 May,
114th Coupon Saturday, 1 May, 2032 2032 30 7.91 8.07
Tuesday, 1 June,
115th Coupon Tuesday, 1 June, 2032 2032 31 8.17 8.34
Thursday, 1 July,
116th Coupon Thursday, 1 July, 2032 2032 30 7.91 8.07
Monday, 2
117th Coupon Sunday, 1 August, 2032 August, 2032 31 8.17 8.34
118th Coupon September, 2032 September, 2032 31 8.17 8.34
Friday, 1
119th Coupon Friday, 1 October, 2032 October, 2032 30 7.91 8.07
307
Maturity/Redemption 2032 October, 2032 1000.00 1000.00
10.08% 10.30%


10.10% 10.30%
Investors

(assumed)
First interest on October 21, 2023 First interest on October 21, 2023 and
and subsequently on October 21 subsequently on October 21 every
every year year

No. of
days in
Coupon
Period
allotment October, 2022 October, 2022 -1000 -1000
Saturday, 21 Monday, 23
1st Coupon October, 2023 October, 2023 365 101.00 103.00
Monday, 21 Monday, 21
2nd Coupon October, 2024 October, 2024 366 101.00 103.00
Tuesday, 21 Tuesday, 21
3rd Coupon October, 2025 October, 2025 365 101.00 103.00
4th Coupon October, 2026 October, 2026 365 101.00 103.00
Thursday, 21 Thursday, 21
Saturday, 21 Monday, 23
Sunday, 21 Monday, 22
308
Monday, 21 Monday, 21
Tuesday, 21 Tuesday, 21
Maturity/Redemption October, 2032 October, 2032 1000.00 1000.00
309

Edelweiss Financial Services Limited

Uploaded by

Copyright:

Available Formats

Edelweiss Financial Services Limited

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Edelweiss Financial Services Limited

Uploaded by

Copyright:

Available Formats

Tranche II Prospectus

September 26, 2022

EDELWEISS FINANCIAL SERVICES LIMITED

CREDIT RATING AGENCY STATUTORY AUDITOR

DEFINITIONS AND ABBREVIATIONS

Company Related Terms

Issue Related Terms

Conventional and General Terms or Abbreviations

Term/Abbreviation Description/Full Form

Technical and Industry Related Terms

Term/Abbreviation Description/Full Form

Presentation of Financial Information

Currency and Unit of Presentation

Industry and Market Data

• Performance of the financial and capital markets in India and globally;

• Our inability to successfully diversify our portfolio;

• Any disruption in our sources of funding;

• Performance of the Indian debt and equity markets;

Risk factors relating to our business

(₹ in million, unless otherwise stated)

• to effect any change in control in our group;

67. We may breach third-party intellectual property rights.

External Risk Factors

9. Financial instability in other countries could disrupt our business.

Risks relating to the Issue and NCDs.

2. You may be subject to taxes arising on the sale of the NCDs.

5. There may be a delay in making refund to Applicants.

Permanent Account Number: AAACE1461E

Edelweiss Financial Services Limited

Registrar of Companies, Maharashtra at Mumbai

Chief Financial Officer:

Ms. Ananya Suneja

Company Secretary and Compliance Officer:

Mr. Tarun Khurana

Equirus Capital Private Limited

Beacon Trusteeship Limited

Lead Brokers to the Tranche II Issue

Edelweiss Broking Limited

Equirus Securities Private Limited

ICICI Bank Limited

KFIN Technologies Limited

S. R. Batliboi & Co. LLP

Credit Rating Agency

Acuité Ratings & Research Limited

CRISIL Ratings Limited

Credit Rating and Rationale

Disclaimer Statement of Acuité Ratings & Research Limited

Disclaimer clause of CRISIL

Disclaimer Statement of CARE

Legal Counsel to the Issue

“Any person who —

shall be liable for action under Section 447.”

The Issue is not underwritten.

Arrangers to the Issue

There are no arrangers to this Tranche II Issue.

Guarantor to the Issue

There are no guarantors to this Tranche II Issue.

Self-Certified Syndicate Bank

Syndicate SCSB Branches

Broker Centres/ Designated CDP Locations/ Designated RTA Locations