Shriram Finance : Outcome of Board Meeting

December 12, 2022 at 09:54 am

SEC/FILING/BSE-NSE/22-23/68A-B	December 12, 2022
BSE Limited	National Stock Exchange of India Limited
P. J. Towers,	Listing Department
Dalal Street, Fort,	Exchange Plaza, 5th Floor,
Mumbai - 400 001.	Plot no. C/1, G- Block,
Scrip Code: 511218	Bandra-Kurla Complex,
	Mumbai - 400 051.
	NSE Symbol: SRTRANSFIN
Dear Sir,

Sub.: Intimation of (i) Issuance and allotment of new equity shares to eligible shareholders and (ii) issuance of fresh non-convertible debentures in lieu of Listed NCDs to eligible debenture holders pursuant to the Scheme

Re.: Intimation under regulation 30, 51 and any other applicable regulations of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations")

In continuation to our intimations dated November 16, 2022 and November 25, 2022, we hereby inform you that the Board of Directors of the Company in its meeting held today i.e. Monday, December 12, 2022 had inter-alia approved issuance and allotment of new equity shares as per the details given below, pursuant to the Composite Scheme of Arrangement and Amalgamation among Shrilekha Business Consultancy Private Limited (SBCPL) and Shriram Financial Ventures (Chennai) Private Limited (SFVPL) and Shriram Capital Limited (SCL) and Shriram Transport Finance Company Limited (STFC/the Company) (now Shriram Finance Limited) and Shriram City Union Finance Limited (SCUF) and Shriram LI Holdings Private Limited (SLIH) and Shriram GI Holdings Private Limited (SGIH) and Shriram Investment Holdings Limited (SIHL) and their respective Shareholders ("Scheme") sanctioned by the Hon'ble National Company Law Tribunal, Special Bench - II, Chennai ('Hon'ble NCLT') vide its Common order dated November 14, 2022 read with Corrigendum dated November 17, 2022 to the Common order ('Order'):

Issuance and allotment of new equity shares of face value of Rs.10/- each fully paid-up of the Company to the Equity Shareholders of erstwhile SCUF and SCL as on Record Date i.e. November 30, 2022:

Name	of	the	Number of Equity	Share Exchange Ratio as per the	Number of Equity Shares of
Transferor		Shares held as on	Scheme	face value of Rs.10/- each of the
Company			Record Date	i.e.		Company, fully paid-up allotted
			November	30,		(which	includes	fractional
			2022			entitlements)
SCUF			4,46,65,546		for every 100 equity shares of Rs.10/-			6,92,31,596
			(excluding	the	each fully paid up of SCUF, 155 equity
			2,23,71,594 Equity	shares of Rs.10/- each fully paid up of
			Shares held by SCL	the Company
			in SCUF)
SCL			107,44,13,131		for every 10,00,00,000 Equity Shares of			10,51,13,114
					Rs.l/- each fully paid up of SCL,
					97,83,305 Equity Shares of Rs.10/- each
					fully paid up of the Company

TOTAL								17,43,44,710

Consequent to the above allotment of new equity shares and cancellation of 7,04,37,147 Equity Shares held by SCL in the Company, the paid-up share capital of the Company stands increased from Rs.270,51,97,130 (No. of Equity Shares 27,05,19,713 of Rs.10/- each fully paid-up) to Rs.374,42,72,760 (No. of Equity Shares 37,44,27,276 of Rs.10/- each fully paid-up). The new equity shares shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall rank pari-passu with the existing equity shares of the Company in all respects, including with respect to dividend and voting powers. The Equity Shares will be listed on the BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE').

34,72,200 Equity Shares of the Company allotted on preferential basis to erstwhile Shriram Capital Limited are under lock-in and the same number of shares i.e. 34,72,200 Equity Shares allotted today shall be under lock-in as per the following details under applicable laws:

Particular of Shares		No.	of	Lock-in till
				Shares
Allotted	on July 08,	2021	17,36,100		July 25, 2024
pursuant	to	Preferential
Allotment to erstwhile SCL.
Allotted	on	November	17,36,100		December	05,
25,2021	pursuant	to			2024
Conversion of warrant in to
Equity Shares erstwhile SCL.

In the same meeting, the Board of Directors of the Company also approved, pursuant to and as an integral part of the Scheme, issuance of 19,81,883 fresh non-convertible debentures of the Company in lieu of the Listed NCDs of SCUF which stood cancelled upon coming into effect of the Scheme. The fresh non-convertible debentures issued (as per the details given in the Annexure II) are equal to the number of Listed NCDs of SCUF and issued to the holders of Listed NCDs of SCUF on Record date being November 30, 2022 (eligible debenture holders). The fresh non-convertible debentures issued and allotted under same ISINs and on same terms and conditions applicable to Listed NCDs of SCUF. The fresh non-convertible debentures will be listed on BSE.

The Board Meeting commenced at 05:30 p.m. and was concluded at 07.20 p.m.

The details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are enclosed.

We request you to take the above information on record and treat the same as compliance under applicable provisions of the Listing Regulations.

Yours faithfully,

For Shriram Finance Limited

BALASUNDA RARAO UPPU

Digitally signed by

BALASUNDARARAO UPPU

Date: 2022.12.12 19:21:55 +05'30'

U Balasundararao

Company Secretary

Encl.a/a

Details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015:

Annexure I

Issuance of Equity Shares of face value of Rs.10/- each fully paid-up of the Company to Equity Shareholders of SCUF and SCL:

Type of securities proposed to beissued	Equity shares of face value of Rs.10/-
					each fully paid-up
Type of issuance				Issue of Equity Shares pursuant to the
					Scheme
Total number of securities proposed to	17,43,44,710 Equity shares of face value
beissued or the total amount for which	of Rs.10/- each fully paid-up
the	securities	will	be	issued
(approximately)

Annexure - II

Delay in payment of

Details of redemption of

interest/ principal

Details of any letter or

Special right/

preference shares

Schedule of

amount for a period

comments regarding

Issue price per

Whether NCDs

No of

Tenor

Redemption/

Charge/ security,

interest/ privileges

indicating the manner of

Type

Issuer

Kind of securities offered

Series

Date of Issue

Face Value

ISIN

Principal (Rs.)

Type of interest/

Coupon /

Payment of

of more than three

payment / non-payment

(Amount Rs)

NCD/ Re-issue

are proposed to

NCDs

(Original

coupon basis

Interest offered

Coupon/interest

Date of

if any, created

attached to the

months from the due

of and / or the assets

redemption (whether

price per NCD

be listed

Issued

Issuance)

Maturity

over the assets

instrument and

out of profits or out of

and principal

date or default in

along with its comments

changes thereof

payment of interest/

thereon, if any

fresh issue) and

debentures

principal

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

1,00,000.00

Scheme

Limited

INE722A07AG5

2,500

25,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07802

1,150

1,15,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AF7

5,000

5,00,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AM3

1,500

1,50,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AN1

100

10,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AO9

300

30,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AP6

500

50,00,00,000

Scheme

Not Applicable

Delay in payment of

Details of redemption of

interest/ principal

Details of any letter or

Special right/

preference shares

Schedule of

amount for a period

comments regarding

Issue price per

Whether NCDs

No of

Tenor

Redemption/

Charge/ security,

interest/ privileges

indicating the manner of

Type

Issuer

Kind of securities offered

Series

Date of Issue

Face Value

ISIN

Principal (Rs.)

Type of interest/

Coupon /

Payment of

of more than three

payment / non-payment

(Amount Rs)

NCD/ Re-issue

are proposed to

NCDs

(Original

coupon basis

Interest offered

Coupon/interest

Date of

if any, created

attached to the

months from the due

of and / or the assets

redemption (whether

price per NCD

be listed

Issued

Issuance)

Maturity

over the assets

instrument and

out of profits or out of

and principal

date or default in

along with its comments

changes thereof

payment of interest/

thereon, if any

fresh issue) and

debentures

principal

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AQ4

750

75,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AR2

4,910

4,91,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AS0

3,000

3,00,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AT8

2,000

2,00,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AU6

5,000

5,00,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AV4

1,000

1,00,00,00,000

Scheme

Not Applicable

Shriram Finance

Pursuant to clause 3.35.29 of

Limited

the Scheme, fresh non

On the same

(Formerly known

convertible debentures of the

On the same terms

terms and

On the same terms

terms and

On the same terms

terms and

On the same terms

as Shriram

Company equal to same

and conditions

conditions

and conditions

conditions

and conditions

conditions

and conditions

Private

Tansport Finance

number of Listed NCDs of

pursuant to the

Yes, BSE

pursuant to the

Placement

Limited)

estwhile SCUF

Scheme

12/12/2022

10,00,000.00

Scheme

Limited

INE722A07AW2

500

50,00,00,000

Scheme

Not Applicable

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Shriram Transport Finance Company Ltd. published this content on 12 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 December 2022 14:53:05 UTC.

Market Closed - Bombay S.E. Other stock markets 06:00:53 2024-06-06 EDT			5-day change	1st Jan Change
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Shriram Finance Limited

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Shriram Finance : Outcome of Board Meeting

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