IIFL Finance : Letter of offer (Final Offer Document filed with Stock Exchanges)

Letter of Offer

Dated April 17, 2024

For Eligible Equity Shareholders only

Please scan this QR code to view this Letter of Offer

IIFL FINANCE LIMITED

IIFL Finance Limited (the "Company" or "Issuer") was incorporated at Mumbai on October 18, 1995 as a private limited company with the name Probity Research & Services Private Limited under the provisions of the Companies Act, 1956. The status of our Company was changed to a public limited company and our name was changed to Probity Research & Services Limited pursuant to a fresh certificate of incorporation dated on April 28, 2000 issue d by the Registrar of Companies, Maharashtra, Mumbai. The name of our Company was subsequently changed to India Infoline.Com Limited, and a fresh certificate of incorporat ion, consequent upon change of name was issued by the Registrar of Companies, Maharashtra, Mumbai on May 23, 2000. The name of our Company was further changed to India Infoline Limited, and a fresh certificate of incorporation, consequent upon change of name was issued by the Registrar of Companies, Maharashtra, Mumbai on March 23, 2001. Thereafter, the name of our Company was changed to IIFL Holdings Limited, and a fresh certificate of incorporation, consequent upon change of name was is sued by Registrar of Companies, Maharashtra, Mumbai on February 18, 2014. Thereafter, the name of our Company was changed to IIFL F inance Limited and a fresh certificate of incorporation, consequent upon change of name was issued by Registrar of Companies, Maharashtra, Mumbai on May 24, 2019. Also, our Company h as obtained a Certificate of Registration dated March 06, 2020 bearing Registration No. N-13.02386 issued by the Reserve Bank of India ("RBI") to commence the business of a non-banking financial institution without accepting public deposits under Section 45 IA of the RBI Act, 1934. Our Company is a Non -Banking Finance Company- Middle Layer ("NBFC-ML").For details of the changes in name of our Company, see "General Information" beginning on page 44.

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

Tel.: [phone]; Fax: [phone];

Corporate Office: 802, 8th Floor, Hubtown Solaris, N.S. Phadke Marg, Vijay Nagar, Andheri East, Mumbai 400069, Maharashtra, India

Tel.: [phone]; Fax: [phone]

Contact Person: Mauli Agarwal, Company Secretary and Compliance Officer

E-mail: [e-mail]; Website: www.iifl.com; Corporate Identity Number: L67100MH1995PLC093797

PROMOTERS OF OUR COMPANY: NIRMAL BHANWARLAL JAIN AND R VENKATARAMAN

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF IIFL FINANCE LIMITED (THE "COMPANY" OR THE

"ISSUER") ONLY

ISSUE OF UP TO 4,23,94,270 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 2 EACH OF OUR COMPANY (THE "RIGHTS EQUITY SHARES") FOR CASH AT A PRICE OF ₹ 300 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ 298 PER EQUITY SHARE) AGGREGATING UP TO ₹ 1,271.83 CRORES ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 RIGHTS EQUITY SHARE FOR EVERY 9 EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON TUESDAY, APRIL 23, 2024 ("RECORD DATE") (THE "ISSUE"). FOR FURTHER DETAILS, PLEASE SEE "TERMS OF THE ISSUE" BEGINNING ON PAGE 249.

WILFUL DEFAULTERS OR FRAUDULENT BORROWERS

Neither our Company nor our Promoters or any of our Directors have been or are identified as Wilful Defaulters or Fraudulent Borrowers.

GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI") nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Specific attention of investors is invited to the statement of "Risk Factors" beginning on page 17.

COMPANY'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer 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 makes this Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE" together with BSE, the "Stock Exchanges"). Our Company has received "in-principle" approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to the Issue through their letters dated April 12, 2024 and April 10, 2024, respectively. Our Company will also make applications to BSE and NSE to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020. For the purposes of the Issue, the Designated Stock Exchange is BSE.

LEAD MANAGERS TO THE ISSUE	REGISTRAR TO THE ISSUE
Ambit Private Limited	Motilal Oswal Investment Advisors Limited	Link Intime India Private Limited
Ambit House, 449,	Motilal Oswal Tower,	C-101, 1st Floor,
Senapati Bapat Marg, Lower Parel,	Rahimtullah Sayani Road,	247 Park, L.B.S. Marg
Mumbai 400013,	Opposite Parel ST Depot,	Vikhroli (West),
Maharashtra, India	Prabhadevi, Mumbai 400 025,	Mumbai 400 083
Tel: [phone]	Maharashtra, India	Maharashtra, India
Email: [e-mail]	Tel: [phone]	Tel.: [phone]
Website: www.ambit.co	E-mail: [e-mail]	Email: [e-mail]
Investor Grievance E-mail:	Investor Grievance E-mail:	Investor Grievance E-mail:
[e-mail]	[e-mail]	[e-mail]
Contact person: Nikhil Bhiwapurkar/Devanshi	Website: www.motilaloswalgroup.com	Website: www.linkintime.co.in
Shah	Contact person: Subodh Mallya/ Sankita Ajinkya	Contact Person: Ms. Shanti Gopalkrishnan
SEBI Registration No: INM000010585	SEBI registration no.: INM000011005	SEBI Registration No.: INR000004058
	ISSUE PROGRAMME
ISSUE OPENS ON	LAST DATE FOR ON MARKET	ISSUE CLOSES ON**
	RENUNCIATION*
Tuesday, April 30, 2024	Wednesday, May 8, 2024	Tuesday, May 14, 2024

*Eligible Equity Shareholders are requested to ensure that renunciation through off market transfer is completed in such a manner that the Rights Entitlements are credited to the demat accounts of the Renouncees on or prior to the Issue Closing Date.

**Our Board or the Securities Issue Committee will have the right to extend the Issue Period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.

(This page has intentionally been left blank)

TABLE OF CONTENTS
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
NOTICE TO INVESTORS	10
PRESENTATION OF FINANCIAL INFORMATION AND OTHER INFORMATION	12
FORWARD LOOKING STATEMENTS	14
SUMMARY OF LETTER OF OFFER	15
SECTION II: RISK FACTORS	17
SECTION III: INTRODUCTION	43
THE ISSUE	43
GENERAL INFORMATION	44
CAPITAL STRUCTURE	49
OBJECTS OF THE ISSUE	51
STATEMENT OF SPECIAL TAX BENEFITS	54
SECTION IV: ABOUT OUR COMPANY	60
OUR BUSINESS	60
OUR MANAGEMENT	74
SECTION V: FINANCIAL INFORMATION	79
FINANCIAL STATEMENTS	79
ACCOUNTING RATIOS AND CAPITALISATION STATEMENT	190
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS	192
SECTION VI: LEGAL AND OTHER INFORMATION	223
OUTSTANDING LITIGATION AND DEFAULTS	223
GOVERNMENT AND OTHER APPROVALS	235
MATERIAL DEVELOPMENTS	236
OTHER REGULATORY AND STATUTORY DISCLOSURES	240
SECTION VII: ISSUE INFORMATION	249
TERMS OF THE ISSUE	249
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	277
RESTRICTIONS ON PURCHASES AND RESALES	279
SECTION VIII: OTHER INFORMATION	283
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	283
DECLARATION	285

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise indicates, requires or implies or unless otherwise specified, shall have the meaning as provided below.

References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy as amended, supplemented, re-enacted, or modified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. The words and expressions used in this Letter of Offer, but not defined herein shall have the meaning ascribed to such terms under the SEBI ICDR Regulations, the SEBI LODR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules and regulations made thereunder.

The following list of capitalised terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.

Provided that terms used in "Summary of Letter of Offer", "Financial Statements", "Statement of Special Tax Benefits", "Outstanding Litigations and Defaults" and "Terms of the Issue" beginning on pages 15, 79, 54, 223 and 249 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections.

General Terms

	Term	Description
"Company" / "Our Company" /	IIFL Finance Limited, public limited company incorporated under the Companies Act,
"the Company" / "the Issuer"	1956, validly existing under Companies Act, 2013, registered as an NBFC with the RBI
		under Section 45-IA of the RBI Act and having its Registered Office at IIFL House, Sun
		Infotech Park, Road No. 16V, Plot No. B-23, Thane Industrial Area, Wagle Estate Thane
		- 400604, Maharashtra, India.
"We" / "Our" / "Us" / "our	Unless the context otherwise requires, indicates or implies or unless otherwise specified,
Group"		our Company and our Subsidiaries, on a consolidated basis
Company Related Terms
	Term	Description
"Articles	of Association" or	Articles of Association of our Company, as amended from time to time
"Articles"
Audit Committee	Audit committee of our Board
Audited	Consolidated Financial	The audited consolidated financial statements of our Company as at for the year ended
Statements	March 31, 2023, which comprises the consolidated balance sheet as at March 31, 2023,
		the consolidated statement of profit and loss, including other comprehensive income, the
		consolidated statement of cash flows and the consolidated statement of changes in equity
		for the year then ended, and notes to the consolidated financial statements, including a
		summary of significant accounting policies and other explanatory information, prepared
		in accordance with Ind AS and the Accounting Standards prescribed under Section 133
		of the Companies Act, 2013 and the relevant provisions of the Companies Act, 2013
"Auditors" or "Joint Statutory	The current joint statutory auditors of our Company, being, Chhajed & Doshi, Chartered
Auditors"	Accountants and Sharp & Tannan Associates, Chartered Accountants
"Board of Directors", or "Board"	The board of directors of our Company or any duly constituted committee thereof
or "our Board"
Directors		Directors on our Board, as may be appointed from time to time
Equity Shares	Fully paid-up equity shares of face value of ₹ 2 each of our Company
ESOP(s)		Employee Stock Options Plan
IIFL ESOP Plan	IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
		Option Plan 2020 - Merger Scheme
IIHFL		IIFL Home Finance Limited
Group Companies	Group companies of our Company as determined in terms of Regulation 2(1)(t) of SEBI
		ICDR Regulations
Independent Directors	An independent Director of our Company appointed as per the Companies Act, 2013 and
		the SEBI Listing Regulations. For details of the Independent Directors, see "Our
		Management" beginning on page 74.

1

Term		Description
"Key Managerial Personnel" or	Key managerial personnel of our Company determined in accordance with Regulation
"KMP"			2(1)(bb) of the SEBI ICDR Regulations and as disclosed in "Our Management"
			beginning on page 74
"Memorandum of Association"	Memorandum of Association of our Company, as amended from time to time
or "Memorandum"
Promoters			The promoters of our Company, being Nirmal Bhanwarlal Jain and R Venkataraman.
			For further details, please see "Capital Structure" on page 49
Promoter Group			Unless the context requires otherwise, the promoter group of our Company as
			determined in accordance with Regulation 2(1)(pp) of the SEBI ICDR Regulations
Registered Office			Registered office of our Company situated at IIFL House, Sun Infotech Park, Road No.
			16V, Plot No. B-23, Thane Industrial Area, Wagle Estate, Thane - 400 604, Maharashtra,
			India
Securities Issue Committee	Securities issue committee of our Board
Senior Management Personnel	Senior management personnel of our Company determined in accordance with
			Regulation 2(1)(bbbb) of the SEBI ICDR Regulations, and as disclosed in "Our
			Management" on page 74
"Subsidiary" or "Subsidiaries"	The subsidiaries of our Company, namely: (i) IIFL Home Finance Limited; (ii) IIFL
			Samasta Finance Limited; (iii) IIHFL Sales Limited; and (iv) IIFL Open Fintech Private
			Limited.
"Shareholders"	or	"Equity	Holders of the Equity Shares from time to time
Shareholders"
Unaudited	Consolidated	The limited reviewed unaudited consolidated financial statements of our Company as of
Financial Results			and for the nine month period ended December 31, 2023, prepared in accordance with
			Ind AS 34 prescribed under Section 133 of the Companies Act, 2013 and the relevant
			provisions of the Companies Act, 2013 for complying with Regulation 33 and 52 of the
			SEBI Listing Regulations

Issue Related Terms

Term		Description
"Abridged Letter of Offer" or	The abridged letter of offer to be sent to the Eligible Equity Shareholders of our Company
"ALOF"		with respect to the Issue in accordance with the provisions of the SEBI ICDR Regulations
		and the Companies Act
Additional Rights	Equity	The Rights Equity Shares applied or allotted under the Issue in addition to the Rights
Shares		Entitlement
"Allotment" or "Allot" or	Allotment of Rights Equity Shares pursuant to the Issue
"Allotted"
Allotment Account(s)		The account(s) opened with the Banker to the Issue, into which the Application Money, with
		respect to successful Applicants will be transferred on the Transfer Date in accordance with
		Section 40(3) of the Companies Act
Allotment Account Bank	Bank(s) which are clearing members and registered with SEBI as bankers to an issue and
		with whom the Allotment Accounts has been opened, in this case being, HDFC Bank
		Limited
Allotment Advice		The note or advice or intimation of Allotment sent to each successful Applicant who has
		been or is to be Allotted the Rights Equity Shares pursuant to the Issue after approval of the
		Basis of Allotment by the Designated Stock Exchange
Allotment Date		Date on which the Allotment is made pursuant to the Issue
Allottee(s)		Person(s) to whom the Rights Equity Shares are Allotted pursuant to the Issue
Ambit		Ambit Private Limited
"Applicant(s)"	or	Eligible Equity Shareholder(s) and/or Renouncee(s) who are entitled to make an application
"Investor(s)"		for the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer, including
		an ASBA Investor
Application		Application made through submission of the Application Form or plain paper Application
		to the Designated Branch(es) of the SCSBs or online/ electronic application through the
		website of the SCSBs (if made available by such SCSBs) under the ASBA process, to
		subscribe to the Rights Equity Shares at the Issue Price

2

	Term			Description
Application Form			Unless the context otherwise requires, an application form used by an Applicant to make an
					application for the Allotment of Rights Equity Shares in the Issue
Application Money			Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at
					the Issue Price
"Application	Supported	by	Application (whether physical or electronic) used by Applicant(s) to make an application
Blocked		Amount"		or	authorizing the SCSB to block the Application Money in a specified bank account
"ASBA"					maintained with the SCSB
ASBA Account			An account maintained with SCSBs and as specified in the Application Form or plain paper
					Application, as the case may be, by the Applicant for blocking the amount mentioned in the
					Application Form or in the plain paper Application
ASBA Circulars			Collectively, SEBI circular bearing reference number SEBI/CFD/DIL/ASBA/1/2009/30/12
					dated December 30, 2009, SEBI circular bearing reference number CIR/CFD/DIL/1/2011
					dated April 29, 2011, SEBI ICDR Master Circular to the extent it pertains to the rights issue
					process and any other circular issued by SEBI in this regard and any subsequent circulars or
					notifications issued by SEBI in this regard
Banker to the Issue			HDFC Bank Limited
Banker	to	the	Issue	Agreement dated April 17, 2024 entered into by and among our Company, the Registrar to
Agreement					the Issue, the Lead Managers and the Banker to the Issue for inter alia collection of the
					Application Money from Applicants/Investors, transfer of funds to the Allotment Account
					and where applicable, refunds of the amounts collected from Applicants/Investors, on the
					terms and conditions thereof
Basis of Allotment			The basis on which the Rights Equity Shares will be Allotted to successful applicants in
					consultation with the Designated Stock Exchange in the Issue, as described in "Terms of the
					Issue" beginning on page 249
"Controlling Branches" or	Such branches of the SCSBs which co-ordinate with the Lead Managers, the Registrar to the
"Controlling Branches of the	Issue and the Stock Exchanges, a list of which is available on the website of SEBI updated
SCSBs"					from time to time, or at such other website(s) as may be prescribed by the SEBI from time
					to time
Demographic Details			Details of Investors including the Investor's address, PAN, DP ID, Client ID, bank account
					details and occupation, where applicable
Designated Branch(es)		Such branches of the SCSBs which shall collect the Applications, as the case may be, used
					by the Investors and a list of which is available on the website of SEBI and/or such other
					website(s) as may be prescribed by the SEBI from time to time
Designated Stock Exchange	BSE Limited
Depository(ies)			NSDL and CDSL or any other depository registered with SEBI under the Securities and
					Exchange Board of India (Depositories and Participants) Regulations, 2018 as amended
					from time to time read with the Depositories Act, 1996
Eligible			Equity	Existing Equity Shareholders as on the Record Date. Please note that the investors eligible
Shareholder(s)			to participate in the Issue excludes certain overseas shareholders. For further details, see
					"Notice to Investors" and "Restrictions on Purchases and Resales" beginning on page 10
					and 279, respectively
"Equity Shareholder(s)" or	Holder(s) of the Equity Shares of our Company
"Shareholders"
Escrow Collection Bank		HDFC Bank Limited
FPIs					Foreign portfolio investors as defined under the SEBI FPI Regulations
Fraudulent Borrower			Fraudulent Borrower as defined under Regulations 2(1)(lll) of the SEBI ICDR Regulations
"Issue" or "Rights Issue"		This Issue of up to 4,23,94,270* Rights Equity Shares for cash at a price of ₹ 300 per Equity
					Share for an amount aggregating to ₹ 1,271.83 crores* on a rights basis to the Eligible Equity
					Shareholders of our Company in the ratio of 1 Rights Equity Share for every 9 Equity Shares
					held by the Eligible Equity Shareholders on the Record Date
					*Assuming full subscription in the Issue and subject to finalization of Basis of Allotment
Issue Agreement			Issue agreement dated April 17, 2024 between our Company and the Lead Managers,
					pursuant to which certain arrangements are agreed to in relation to the Issue
Issue Closing Date			May 14, 2024
Issue Materials			Collectively, this Letter of Offer, the Abridged Letter of Offer, the Application Form, the
					Rights Entitlement Letter and any other material relating to the Issue

3

Term				Description
Issue Opening Date	April 30, 2024
Issue Period		The period between the Issue Opening Date and the Issue Closing Date, inclusive of both
		days, during which Applicants/Investors can submit their Applications, in accordance with
		the SEBI ICDR Regulations
Issue Price		₹300 per Equity Share
Issue Proceeds		The gross proceeds raised through the Issue
Issue Size		The issue of up to 4,23,94,270 Rights Equity Shares aggregating up to ₹ 1,271.83 crores*
		*Assuming full subscription in the Issue and subject to finalisation of the Basis of Allotment
Lead Managers	Ambit Private Limited and Motilal Oswal Investment Advisors Limited
Letter of Offer		This letter of offer dated April 17, 2024 filed with SEBI and the Stock Exchanges
Listing Agreements	The uniform listing agreements entered into between our Company and the Stock Exchanges
		in terms of the SEBI LODR Regulations
Motilal Oswal		Motilal Oswal Investment Advisors Limited
Monitoring Agency	CRISIL Ratings Limited
Monitoring	Agency	Agreement dated April 17, 2024 entered between our Company and the Monitoring Agency
Agreement		in relation to monitoring of Net Proceeds
Multiple Application Forms	More than one Application form submitted by an Eligible Shareholder/ Renouncee in respect
		of the same Rights Entitlements available in their demat account. However, additional
		applications in relation to additional Rights Equity Shares with/without using additional
		Rights Entitlements will not be treated as multiple application
Net Proceeds		Issue Proceeds less the Issue related expenses. For further details, see "Objects of the Issue"
		beginning on page 51
Non-Institutional Investors	An Investor other than a Retail Individual Investor or Qualified Institutional Buyer as
		defined under Regulation 2(1)(jj) of the SEBI ICDR Regulations
Off Market Renunciation	The renouncement of Rights Entitlements undertaken by the Investor by transferring them
		through off market transfer through a depository participant in accordance with the SEBI
		Rights Issue Circulars, circulars issued by the Depositories from time to time and other
		applicable laws
		Eligible Equity Shareholders are requested to ensure that renunciation through off-market
		transfer is completed in such a manner that the Rights Entitlements are credited to the demat
		account of the Renouncee on or prior to the Issue Closing Date
On Market Renunciation	The renouncement of Rights Entitlements undertaken by the Investor by trading them over
		the secondary market platform of the Stock Exchanges through a registered stock broker in
		accordance with the SEBI Rights Issue Circulars, circulars issued by the Stock Exchanges
		from time to time and other applicable laws, on or before May 8, 2024
"Qualified	Institutional	Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers" or "QIBs"	Regulations
Record Date		Designated date for the purpose of determining the Equity Shareholders eligible to apply for
		Rights Equity Shares, being April 23, 2024
Refund Bank		The Bankers to the Issue with whom the refund account is opened, in this case being HDFC
		Bank Limited
Registrar Agreement	Agreement dated April 17, 2024 between our Company and the Registrar to the Issue in
		relation to the responsibilities and obligations of the Registrar pertaining to this Issue
"Registrar to	the Issue" or	Link Intime India Private Limited
"Registrar"
Renouncee(s)		Any person(s) who has/have acquired Rights Entitlements from the Eligible Equity
		Shareholders	on	renunciation	in	accordance with	the	SEBI	circular
		SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020
Renunciation Period	The period during which the Investors can renounce or transfer their Rights Entitlements
		which shall commence from the Issue Opening Date. Such period shall close on May 8, 2024
		in case of On Market Renunciation. Eligible Equity Shareholders are requested to ensure
		that renunciation through off market transfer is completed in such a manner that the Rights
		Entitlements are credited to the demat account of the Renouncee on or prior to the Issue
		Closing Date
Rights Entitlement(s)	Number of Rights	Equity Shares	that an	Eligible Equity Shareholder	is entitled to in

4

Term		Description
	proportion to the number of Equity Shares held by the Eligible Equity Shareholder on the
	Record Date, in this case being 1 Rights Equity Share for every 9 Equity Shares held by an
	Eligible Equity Shareholder
Rights Entitlement Letter	Letter including details of Rights Entitlements of the Eligible Equity Shareholders. The
	Rights Entitlements are also accessible on the website of our Company
Rights Equity Shares	Equity Shares of our Company to be Allotted pursuant to the Issue
SCSB(s)	Self-certified syndicate bank(s) registered with SEBI, which acts as a banker to the Issue and
	which offers the facility of ASBA. A list of all SCSBs is available at
	https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34,
	or such other website as updated from time to time
Stock Exchanges	Stock exchanges where the Equity Shares are presently listed, i.e., BSE and NSE
Transfer Date	The date on which the Application Money blocked in the ASBA Account will be transferred
	to the Allotment Account(s) in respect of successful Applications, upon finalization of the
	Basis of Allotment, in consultation with the Designated Stock Exchange
Wilful Defaulter	Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Working Days	In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means all days
	on which commercial banks in Mumbai are open for business. Further, in respect of Issue
	Period, working day means all days, excluding Saturdays, Sundays and public holidays, on
	which commercial banks in Mumbai are open for business. Furthermore, the time period
	between the Issue Closing Date and the listing of Equity Shares on the Stock Exchanges,
	working day means all trading days of the Stock Exchanges, excluding Sundays and bank
	holidays, as per circulars issued by SEBI
Conventional and General Terms or Abbreviations
Term/Abbreviation		Description/ Full Form
"₹" or "Rs." or "Rupees"	or	Indian Rupee
"INR"
AIF(s)		Alternative investment funds, as defined and registered with SEBI under the Securities
		and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
Arbitration Act		Arbitration and Conciliation Act, 1996
AS or Accounting Standards		Accounting standards issued by the ICAI
BSE		BSE Limited
CAGR		Compounded Annual Growth Rate
Category I AIF		AIFs who are registered as "Category I Alternative Investment Funds" under the SEBI
		AIF Regulations
Category I FPIs		FPIs who are registered as "Category I foreign portfolio investors" under the SEBI FPI
		Regulations
Category II AIF		AIFs who are registered as "Category II Alternative Investment Funds" under the SEBI
		AIF Regulations
Category II FPIs		FPIs who are registered as "Category II foreign portfolio investors" under the SEBI FPI
		Regulations
Category III AIF		AIFs who are registered as "Category III Alternative Investment Funds" under the SEBI
		AIF Regulations
CBDT		Central Board of Direct Taxes, Government of India
CDSL		Central Depository Services (India) Limited
Central Government		Central Government of India
CIN		Corporate Identity Number
Civil Code		Code of Civil Procedure, 1908
Client ID		The client identification number maintained with one of the Depositories in relation to
		the demat account
Companies Act		Companies Act, 1956 or the Companies Act, 2013, as applicable
Companies Act, 1956		Erstwhile Companies Act, 1956 along with the relevant rules made thereunder
Companies Act, 2013		The Companies Act, 2013 along with the relevant rules made thereunder

5

Term/Abbreviation	Description/ Full Form
CSR	Corporate Social Responsibility
Depositories Act	Depositories Act, 1996
Depository	A depository registered with SEBI under the Securities and Exchange Board of India
	(Depositories and Participants) Regulations, 1996
DIN	Director Identification Number
"DP" or "Depository Participant"	Depository participant as defined under the Depositories Act
DP ID	Depository Participant's Identification number
DPIIT	Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
	Industry, Government of India (formerly Department of Industrial Policy and
	Promotion)
EBIT	Earnings before interest and taxes
EBITDA	Earnings before interest, taxes, depreciation, and amortization
ECB	External Commercial Borrowings
ECB Master Directions	Master Direction - External Commercial Borrowings, Trade Credits and Structured
	Obligations dated March 26, 2019 issued by the RBI, as amended from time to time
EGM	Extraordinary general meeting
EPF	Employees' provident fund
EPS	Earnings Per Share
FDI	Foreign direct investment
FEMA	Foreign Exchange Management Act, 1999
FEMA Rules	Foreign Exchange Management (Non-debt Instruments) Rules, 2019
"Financial Year" or "Fiscal	Period of 12 months ending March 31 of that particular year
Year" or "Fiscal" or "FY"
FPI	Foreign portfolio investors as defined and registered under the SEBI FPI Regulations
FVCI	Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
	Regulations
GAAR	General anti-avoidance rules
GAAP	Generally Accepted Accounting Principles in India
Gazette	Official Gazette of India
GDP	Gross domestic product
GOI / Government	Government of India
GST	Goods and services tax
"IBC" or "Bankruptcy Code"	The Insolvency and Bankruptcy Code, 2016
ICAI	Institute of Chartered Accountants of India
IFRS	International Financial Reporting Standards issued by the International Accounting
	Standards Board
Income Tax Act	Income Tax Act, 1961
Ind AS	Indian Accounting Standards as specified under section 133 of the Companies Act 2013
	read with Companies (Indian Accounting Standards) Rules 2015
India	Republic of India
ISIN	International Securities Identification Number
IST	Indian Standard Time
IT	Information technology
KYC	Know your customer
MICR	Magnetic Ink Character Recognition
MCA	Ministry of Corporate Affairs, Government of India
"Mn" or "mn"	Million
"MSME" or "SME"	Micro, Small and Medium Enterprise
Mutual Fund	Mutual fund registered with SEBI under the Securities and Exchange Board of India

6

Term/Abbreviation	Description/ Full Form
	(Mutual Funds) Regulations, 1996
NACH	National Automated Clearing House
NAV	Net Asset Value per Equity Share at a particular date computed based on total equity
	divided by number of Equity Shares
NBFC	Non-Banking Financial Company
NBFC-D	Deposit-TakingNon-Banking Financial Company
NBFC-ML	Non-Banking Financial Company- Middle Layer
Net Worth	Net worth as defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations, i.e., 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
NEFT	National Electronic Fund Transfer
Net Retail NPA	Represents closing balance of the Net NPA of our Retail AUM as of the last day of the
	relevant year or period.
Non-GAAP Financial Measure	A financial measure not presented in accordance with generally accepted accounting
	principles
NR	Non-resident or person(s) resident outside India, as defined under the FEMA
NRE	Non- Residential External
NRE Account	Non-resident external account
NRI	A person resident outside India, who is a citizen of India and shall have the same
	meaning as ascribed to such term in the Foreign Exchange Management (Deposit)
	Regulations, 2016
NRO	Non-Resident Ordinary
NRO Account	Non-resident ordinary account
NSDL	National Securities Depository Limited
NSE	National Stock Exchange of India Limited
"OCBs" or "Overseas Corporate	A company, partnership, society or other corporate body owned directly or indirectly to
Body"	the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
	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 FEMA
OCI	Overseas Citizen of India
ODI	Off-shore Derivate Instruments
p.a.	Per annum
P/E Ratio	Price to Earnings Ratio
PAN	Permanent Account Number
PAT	Profit After Tax
PMLA	Prevention of Money Laundering Act, 2002
RBI	Reserve Bank of India
RBI Master Directions	Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale
	Based Regulation) Directions, 2023
RERA	Real Estate Regulation and Development Act, 2016
Regulation S	Regulation S under the U.S. Securities Act
RoC	Registrar of Companies, Maharashtra at Mumbai
ROAA	Return on average assets
ROAE	Return on average equity
ROE	Return on equity
RoNW	Average Return on Net Worth

7