General Risks: Corporate Office

SHELF DISCLOSURE DOCUMENT
IKF FINANCE LIMITED

A public limited company incorporated under the Companies Act, 1956
Date of Incorporation: May 30, 1991; CIN: U65992AP1991PLC012736
Registered Office: 40-1-144, Corporate Centre, M.G. Road, Vijayawada – 520 010.Corporate Office: 4th Floor, # 6-3-
902/A, Central Plaza, Near Yashoda Hospital, Somajiguda, Hyderabad – 500 082
Telephone No.: 91+866+2474644; Fax No.: 91+866+2485755
Email: sreenivas@ikffinance.com ; Website: https://www.ikffinance.com/
SHELF DISCLOSURE DOCUMENT UNDER COMPANIES ACT 2013 AND RULES FRAMED THEREUNDER AND SEBI
(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AMENDED FROM TIME TO TIME, FOR PRIVATE
PLACEMENT OF THE DEBENTURES. THIS DISCLOSURE DOCUMENT IS NEITHER A PROS PECTUS NOR A STATEMENT
IN LIEU OF PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR
OR OTHERWISE ACQUIRE THE DEBT SECURITIES TO BE ISSUED BY IKF FINANCE LIMITED.THIS IS ONLY AN
INFORMATION BROCHURE INTENDED FOR PRIVATE USE
ISSUE: SHELF DISCLOSURE DOCUMENT FOR THE PRIVATE PLACEMENT OF RATED, LISTED, FULLY PAID UP SENIOR,
SECURED, REDEEMABLE, TAXABLE, NON-CONVERTIBLE DEBENTURES OF THE FACE VALUE OF RS. 10,00,000/-
(RUPEES TEN LAKHS ONLY) EACH (“DEBENTURES”/ “NCDS”), TO BE ISSUED IN ONE OR MORE SERIES/TRANCHES,
AGGREGATING UPTO RS. 100,00,00,000/- (RUPEES HUNDERED CRORES ONLY).
GENERAL RISKS
For taking an investment decision, investors must rely on their own examination of the Issue and the Shelf Disclosure
Document including the risks involved. The Issue has not been recommended or approved by Securities and Exchange
Board of India nor does SEBI guarantee the accuracy or adequacy of this Shelf Disclosure Document. Specific attention of
investors is invited to statement of Risk Factors contained under Section 3 of this Shelf Disclosure Document.
ISSUER’S ABSOLUTE RESPONSIBILTY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Shelf Disclosure
Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue
and as required under the Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, Section 42 of the
Companies Act, 2013 and the rules framed thereunder, that the information contained in this Shelf Disclosure Document
is true and correct in all material respects 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 document as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING
The Debentures proposed to be issued by the Issuer have been rated by CARE Ratings Limited vide its letter dated July 21,
2020. (“Rating Agency / “CARE” ). The Rating Agency assigned a rating of “CARE A” (Outlook: Stable ) (Pronounced CARE A
with a Stable Outlook) in respect of the Debentures. Instruments with this rating are considered to have adequate degree
of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.
The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The
ratings may be subject to revision or withdrawal at any time by the rating agency and should be evaluated independently
of any other ratings. The ratings obtained are subject to revision at any point of time in the future. The rating agency has
the right to suspend, withdraw the rating at any time on the basis of new information, etc. Please refer to Annexure III of
this Shelf Disclosure Document for the letter from the Rating Agency assigning the credit rating abovementioned issued by
the Rating Agency.
SRINIVASA Digitally signed by

SRINIVASA RAO
RAO
CHAPALAMADUGU
CHAPALAMAD Date: 2020.09.15
UGU 11:36:02 +05'30'
Shelf Disclosure Document
LISTING
The Debentures are proposed to be listed on the wholesale debt market of the BSE Limited (“BSE”).
DEBENTURE TRUSTEE REGISTRAR TO ISSUE
IDBI Trusteeship Services Limited Bigshare Services Private Limited

Asian Building, Ground Floor E-2, Ansa Industrial Estate,
17 R, Kamani Marg Saki Vihar Road, Saki Naka,
Mumbai -400001 Andheri (East),
Tel: 022-40807000 Mumbai 400 072
Fax: +91 (022) 66311776 Tel: +022 2847 0652
Email: itsl@idbitrustee.com Email: mohan@bigshareonline.com
Contact Person: Mr. Nikhil Lohana Contact Person: Mr. N. V. K. Mohan
Website: www.idbitrustee.com Website: https://www.bigshareonline.com/
Digitally signed by
SRINIVASA RAO SRINIVASA RAO
CHAPALAMAD CHAPALAMADUGU
Date: 2020.09.15
UGU 11:36:22 +05'30'
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TABLE OF CONTENTS
SECTION 1: DEFINITIONS AND ABBRIEVIATIONS 4
SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 11
SECTION 3: RISK FACTORS 16
SECTION 4: REGULATORY DISCLOSURES 21
SECTION 5: TRANSACTION DOCUMENTS AND KEY TERMS 68
SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 83
SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS 84
SECTION 8: DECLARATION 98
SECTION 9: ANNEXURES 100
Digitally signed by
CHAPALAMAD CHAPALAMADUGU
Date: 2020.09.15
UGU 11:36:37 +05'30'
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SECTION 1: DEFINITIONS AND ABBRIEVIATIONS
Means Companies Act, 2013, and for any matters or affairs prior to the notification of
the relevant provisions of the Companies Act, 2013, the Companies Act, 1956 and shall
Act or Companies Act
include any re-enactment, amendment or modification of the Companies Act, 2013, as
in effect from time to time and shall include the rules made thereunder
Unless the context otherwise requires or implies, the allotment of the Debentures
Allot/Allotment/Allotted
pursuant to this Issue.
Applicant Means a person who has submitted a completed Application Form to the Company
The form used by the recipient of this Shelf Disclosure Document and the relevant
Application Form
tranche prospectus, to apply for subscription to the Debentures.
Means the subscription monies paid by the Applicants at the time of submitting the
Application Money
Application Form
Means, for any date of determination, the assets of the Company on such date as the
Assets
same would be determined in accordance with Indian applicable accounting standard
Assets Under Management Means, the loan and investment receivables on the balance sheet of the Issuer, plus the
loan receivables originated and serviced by the Issuer and securitized / assigned over
time, plus the loan receivables originated and serviced by the Issuer on the balance
sheet of another financial institution.
Beneficial Owner(s) Means the holder(s) of the Debentures in dematerialized form whose name is recorded
as such with the Depository in the Register of Beneficial Owners.
Board/Board of Directors The Board of Directors of the Issuer
Any day of the week (excluding Saturdays, Sundays and any day which is a public
holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of
Business Day
1881)) on which banks are normally open for business and on which money market is
functioning in Mumbai.
BSE Means BSE Limited
Means the capital adequacy ratio prescribed by the RBI for NBFC from time to time,
Capital Adequacy Ratio currently being the aggregate of Tier I Capital and Tier II Capital divided by Risk
Weighted Assets
CARE CARE Ratings Limited

CDSL Means Central Depository Services Limited
CIN Corporate Identification Number
Means each loan made by the Company as a lender and “Client Loans” shall refer to the
Client Loan
aggregate of such loans.
Constitutional Documents Means the memorandum of association and the articles of association of the Company
Control Shall have the meaning as ascribed to the term in the Companies Act, 2013.
Current Assets Means financial assets on the balance sheet that shall realize cash within 12 months of
the relevant date, or expenses that are paid upfront.
Current Liabilities Means financial and operational liabilities that are payable within 12 months of the
relevant date.
Debentures/ NCDs Secured, Rated, Listed, Redeemable, Non-convertible Debentures each having a face
Digitally signed by
4 CHAPALAMAD CHAPALAMADUGU
Date: 2020.09.15
UGU 11:36:56 +05'30'
value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, to be issued in one or more
Series/Tranche, aggregating upto Rs. 100,00,00,000/- (Rupees Hundred Crores Only).
The Deemed Date of Allotment of the Debentures comprised in each Series/Tranche

Deemed Date of Allotment
will be as specified in Term Sheet(s) issued for that Series/ Tranche.
The holders of the Debentures issued by the Issuer and shall include the registered
Debenture Holders/ Investors
transferees of the Debentures from time to time.
IDBI Trusteeship Services Limited or such other Debenture Trustee appointed by the
Debenture Trustee
Company from time to time.
Shall mean agreement executed by and between the Debenture Trustee and the Issuer
Debenture Trustee Agreement for the purposes of appointment of the Debenture Trustee to act as Debenture trustee
in connection with the issuance of the Debentures.
Shall mean the Debenture trust cum mortgage deed executed/to be executed by and
between the Debenture Trustee and the Company which will set out the terms upon
Debenture Trust Deed/ DTD which the Debentures are being issued, security is being created over the Mortgaged
Property and shall include the representations and warranties and the covenants to be
provided by the Issuer.
Debenture Trustees Means the Securities Exchange Board of India (Debenture Trustees) Regulations, 1993
Regulations (as amended or restated from time to time).
Depositories Act The Depositories Act, 1996, as amended from time to time
Means the depository with whom the Company has made arrangements for
Depository
dematerializing the Debentures, being CDSL or NSDL.
Depository Participant /
A Depository participant as defined under Depositories Act
"DP"
Director(s) Director(s) of the Issuer.
DP ID Depository Participant Identification Number.
Any date(s) on which the holders of the Debentures thereof are entitled to any
Payments (on account of coupon or principal or any charges, penalties or otherwise),
Due Date (s)
whether on maturity or earlier, on exercise of the option to redeem the Debentures
prior to the scheduled Maturity Date (s) or acceleration.
Shall mean any event, act or condition which with notice or lapse of time, or both,
Event of Default
would constitute an event of default as set out in this Shelf Disclosure Document.
Means each period of 12 (twelve) months commencing on April 1 of any calendar year
Financial Year and ending on March 31 of the subsequent calendar year or the financial year of the
Company used for the purposes of accounting.
means in relation to an entity any indebtedness without double counting for or in

respect of:
a) moneys borrowed;
b) any amount raised by acceptance under any acceptance credit, bill acceptance
Financial Indebtedness or bill endorsement facility or dematerialized equivalent;
c) any amount raised pursuant to any note purchase facility or the issue of
Debentures, notes, Debentures, loan stock or any similar instrument;
d) the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with Ind AS, be treated as a finance or capital
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lease;
e) receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis);
f) any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;
g) any derivative transaction entered into in connection with protection against

or benefit from fluctuation in any rate or price (and, when calculating the
value of any derivative transaction, only the marked to market value if
payable by a borrower under each such transaction shall be taken into
account);
h) shares which are expressed to be redeemable or (B) any shares or

instruments convertible into shares which are the subject of a put option or
any form of buyback guarantee granted by the issuer issuing such shares or
convertible instruments;
i) any obligation under any put option including any form of guarantee, letter of
comfort, short fall undertaking, keep fit letter or indemnity in respect of any
shares or instruments convertible into shares issued by another entity;
j) any counter-indemnity obligation in respect of a guarantee, indemnity,

Debenture, standby or documentary letter of credit or any other instrument
issued by a bank or financial institution; and
k) the amount of any liability in respect of any guarantee or indemnity for any of
the items referred to in paragraphs (a) to (j) above,
l) and includes all Financial Indebtedness in respect of any of the items referred
to in paragraphs (a) to (k) above which the relevant person has irrevocably
committed to incur (whether by way of issue of an irrevocable drawdown
notice (or equivalent), guarantee of any such Financial Indebtedness which
has been similarly committed to be incurred or otherwise), notwithstanding
that no actual liability or debt exists at the time of such consideration
Shall mean the date (s) on which the Payments have been irrevocably discharged in
Final Settlement Date(s) full and the Debentures have been redeemed by the Company in full in accordance
with the terms of the Transaction Documents.
Generally Accepted Accounting Principles prescribed by the Institute of Chartered

GAAP
Accountants of India from time to time and consistently applied by the Issuer.
Shall mean any government (central, state or otherwise) or any governmental agency,
semi-governmental or judicial or quasi-judicial or administrative entity, department or
Governmental Authority
authority, agency or authority including any stock exchange or any self-regulatory
organization, established under any Law
Means the outstanding principal balance of all of the Company’s outstanding Client
Loans including current, delinquent and restructured Client Loans, and includes
principal balance of all Client Loans securitized, assigned, originated on behalf of other
Gross Loan Portfolio
institutions or otherwise sold off in respect of which the Company has provided credit
enhancements in any form or manner whatsoever, but not Client Loans that have been
charged off. It does not include interest receivables and accrued interest.
Means the gross non-performing assets of the Company determined in the manner
Gross NPAs
prescribed by the RBI from time to time
Indebtedness Means and includes any Financial Indebtedness and any obligation of the Company
(whether incurred as principal, independent guarantor or as surety) for the payment
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or repayment of borrowed money, whether present or future, actual or contingent
Means the generally accepted accounting principles, standards and practices in India
Indian GAAP
or any other prevailing accounting standard in India as may be applicable
Indian Accounting Standard Means Accounting standard adopted by companies in India and issued under the
(IND AS) supervision of Accounting Standards Board (ASB)
Means the interest payable on the Debentures on the Interest Payment Dates, at the
Interest/Coupon
Interest Rate or the Revised Interest Rate as the case may be.
Interest Rate/Coupon Rate In relation to any Series, means rate of interest as specified in the relevant Term Sheet.
Interest Payment
Means Payment dates on which Interest payable on the Debentures, more is
Date(s)/Coupon Payment
specifically mentioned in respective Term Sheet for each Series.
Date(s)
Means all interest payable by the Company on all borrowings of the Company and all
Interest Expense financial assistance availed by the Company from any bank, financial institution or any
other person
Rated, Listed, Fully Paid up, Senior, Secured, Redeemable, Taxable,

Non-Convertible Debentures each having a face value of Rs. 10,00,000/-
Issue (Rupees Ten Lakhs only) each, aggregating upto Rs. 100,00,00,000/- (Rupees One
Hundred Crores Only) for cash at par, in dematerialized form on a private placement
basis to certain identified investors in one or more Series/ Tranche.
Issuer/Company IKF Finance Limited
Means any applicable law, code, ordinance, interpretation, guideline, directive,

Law judgment, injunction, decree, treaty, regulation, rule or order of any court, tribunal or
Governmental Authority, in force in India
Means, for any date of determination, the liabilities of the Company on such date as the
Liability
same would be determined in accordance with the IND AS at such date.
Means the Securities and Exchange Board of India (Listing Obligations and Disclosure
LODR Regulations
Requirements) Regulations, 2015
Means the portion of Client Loans that has been expensed (provided for) in
Loan Loss Reserves
anticipation of losses due to default
Local Currency Means Indian Rupees (denoted “Rs. “ ”INR”), the lawful currency of India
Means such number of Debenture Holders collectively holding equal to or more than
Majority Debenture Holders 51% (Fifty One percent) of the value of the Outstanding Principal Amounts of the
Debentures
Means resolution approved by such number of Debenture Holders that represent equal
to or more than 51% (Fifty One percent) of the value of the Outstanding Principal
Amounts of the Debentures held by the Debenture Holders who are present and voting
Majority Resolution
or if a poll is demanded, by such number of Debenture Holders that represent more
than 51% (Fifty One percent) of the value of the Outstanding Principal Amounts of the
Debentures held by the Debenture Holders who are present and voting in such poll.
Means the effect or consequence of an event, circumstance, occurrence or condition

which has caused, as of any date of determination, or could reasonably be expected to
cause a material and adverse effect on (a) the financial condition, business or
Material Adverse Effect operation of the Company, environmental, social or otherwise or prospects of the
Company; (b) the ability of the Company to perform its obligations under the
Transaction Documents; or (c) the validity or enforceability of any of the Transaction
Documents (including the ability of any party to enforce any of its remedies
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thereunder); or (d) the rights or remedies of the Debenture Trustee acting for the
benefit of the Debenture Holders hereunder or under any other Transaction Document
With respect to the Debentures under any Series/Tranche shall mean the date on
which the Principal Amounts and all other amounts due in respect of the Debentures
Maturity Date(s)
are repaid to the Debenture Holders, in full, which date shall be set out in the Issue
detail.
Net Owned Funds Has the meaning ascribed to it under Section 45IA of the RBI Act, 1934
NBFC Non- Banking Financial Company
Means the Master Direction - Non-Banking Financial Company prescribed by the RBI
NBFC Master Circular
from time to time, as may be applicable
N.A. Not Applicable.
Means the aggregate of all loans, Debentures and other credit facilities provided by the
Issuer where one or more repayment instalments are overdue as per the threshold
Non-Performing Assets/NPA
limits prescribed by RBI from time to time. Under IND AS accounting norms, this shall
mean the total of Stage 3 assets, as defined from time to time
NSDL Means National Securities Depository Limited
Shall mean principal balance of loans securitized, assigned, originated on behalf of

Off Balance Sheet Portfolio other institutions in respect of which the Issuer has provided credit enhancements in
any form or manner whatsoever
Means all present and future obligations (whether actual or contingent and whether
owed jointly or severally or in any capacity whatsoever) obligations of the Company to
the Debenture Holders or the Debenture Trustee in respect of the Debentures and as
Obligations specified under the Transaction Documents including without limitation, payment of
Outstanding Principal Amounts, accrued Interest, default interest (if any), additional
interest, fees, commissions and all costs, charges, expenses and other monies payable
by the Company in respect of the Debentures.
Means, at any date, the Local Currency principal amount outstanding under the
Outstanding Principal Amounts
Debentures.
Means the Outstanding Principal Amounts, together with all interest, default interest,
additional interest, fees, costs, commissions, charges, Trustee fees and other amounts
Outstanding Amounts
due and payable by the Company under or in respect of the Trust Deed or any
Transaction Document
Shall mean any payment towards the Outstanding Amounts made/to be made or owed
Payment(s)
by the Company in relation to the Debentures.
Payment Default Shall mean default by the Company in making any Payment on any Due Date(s).
Means all present and future obligations (whether actual or contingent and whether
owed jointly or severally or in any capacity whatsoever) of the Company to the
Debenture Holders or the Debenture Trustee under this Deed and shall include the
Payment Obligations obligation to redeem the Debentures in terms thereof, any outstanding remuneration
of the Debenture Trustee, default interest payable, if any, and all fees, costs, charges
and expenses and other monies payable by the Company under the Transaction
Documents
Shall mean any individual, partnership, joint venture, firm, corporation, association,
Person limited liability company, trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof
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Purpose The Issuer shall utilize the proceeds from the Issue for on lending purpose.
CARE Ratings Limited, being a credit rating agency registered with SEBI pursuant to
Rating Agency SEBI (Credit Rating Agencies) Regulations 1999, as amended from time to time or any
other SEBI registered credit rating agency appointed by the Issuer from time to time
RBI Means the Reserve Bank of India
The date which will be used for determining the Debenture Holder(s) who shall be
Record Date entitled to receive the amounts due on any Due Date (s), which shall be the date falling
7 (Seven) calendar days prior to any Due Date (s).
Registrar and Transfer Agent to the Issue, in this case being Bigshare Services
R&T Agent
Private Limited or such other registrar appointed by the company from time to time.
Means the register of beneficial owners of the Debentures maintained in the records of
Register of Beneficial Owners
the Depository, as the case may be.
Means the register maintained by the Company at its registered office and containing
Register of Debenture Holders
the names of the Debenture Holders
Risk Weighted Assets Shall be calculated as per the method prescribed in the NBFC Master Circular
ROC Means the jurisdictional Registrar of Companies
With respect to each Series/Tranche, shall mean the amount to be paid by the
Company to the Debenture Holder(s) at the time of the redemption of the Debentures
and shall include the Outstanding Principal Amount(s), redemption premium (if any),
Redemption Amount
the accrued Coupon, default interest (if any), additional interest (if any), and any other
amounts, if any, in respect of the Debentures, payable on each of the Redemption
Date(s) as shall be specified in the Issue details.
Shall with respect to each Series/Tranche, shall mean the date(s) on which the
Redemption Date(s) Redemption Amount(s) for the Debentures shall be redeemed by the Company as shall
be specified in the Issue details;
SEBI Means the Securities and Exchange Board of India
The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
SEBI Debt Listing Regulations
Regulation, 2008 issued by SEBI, as amended from time to time.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

SEBI LODR Regulations
amended from time to time
means all present and future obligations (whether actual or contingent and whether
owed jointly or severally or in any capacity whatsoever) obligations of the Company to
the Debenture Holders or the Debenture Trustee under the Transaction Documents,
Obligations including without limitation, payment of Outstanding Principal Amounts, accrued
Interest, default interest (if any), additional interest, fees, commissions and all costs,
charges, expenses and other monies payable by the Company in respect of the
Debentures.
Collectively the Debentures/ issued under the relevant series pursuant to the issue of a
Series/Tranche
Term Sheet (s)
This document which sets out the information regarding the Debentures being issued
Shelf Disclosure Document on a private placement basis and has been issued pursuant to regulation 21A of the
SEBI Debt Listing Regulations.
Means any present or future tax, levy, duty, charge, fees, deductions, withholdings,
Tax turnover tax, transaction tax, stamp tax or other charge of a similar nature (including
any penalty or interest payable on account of any failure to pay or delay in paying the
9
same), now or hereafter imposed by Law by any Governmental Authority and as

maybe applicable in relation to the payment obligations of the company under this
Issue
TDS Tax Deducted at Source.
Shall mean the terms and conditions pertaining to the Issue as outlined in the
Terms & Conditions
Transaction Documents
Shall mean a document issued in respect of a Series of the Debentures which mentions
key terms of the Debentures issued under a particular Series, including inter alia,
Term Sheet / Issue Addendum
Interest Rate, allotment date, Redemption Date, credit rating, security description,
covenants if any and shall include amendments made thereto from time to time
Means, for any date of determination, the total Assets of the Company on such date,
Total Assets
including owned, securitized and managed (non-owned) portfolio
Shall mean the documents executed or to be executed in relation to the issuance of the
Transaction Documents
Debentures as more particularly set out in Section 5.1
WDM Wholesale Debt Market.
An Issuer who is categorized as a wilful defaulter by any Bank or financial institution

or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
Wilful Defaulter the Reserve State bank of India and includes an issuer whose director or promoter is
categorized as such in accordance with Regulation 2(n) of SEBI (Issue and Listing of
Debt Securities) Regulations, 2008.
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SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS
2.1 GENERAL DISCLAIMER
This Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and should not be
construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. It is prepared in
accordance with SEBI Debt Regulations and Companies Act, 2013. This document does not constitute an offer to the
public generally to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This Private
placement offer letter is not intended to be circulated to any person other than the Eligible Investors. Multiple copies
hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. This
private placement offer letter does not constitute and shall not be deemed to constitute an offer of the Debentures to
the public in general
2.2 ISSUER’S DISCLAIMER
This Shelf Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus and should not be
construed to be a prospectus or a statement in lieu of a prospectus under the Companies Act. The proposed issue of the
Debentures to be listed on the WDM segment of the BSE. Multiple copies hereof given to the same entity shall be
deemed to be given to the same person and shall be treated as such. This Shelf Disclosure Document does not
constitute and shall not be deemed to constitute an offer or invitation to subscribe to the Debentures to the public in
general.
As per the applicable provisions, it is not necessary for a copy of this Shelf Disclosure Document to be filed or
submitted to the SEBI for its review and/or approval. However pursuant to the provisions of Section 42 of the
Companies Act 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company
undertakes to file the copy this Shelf Disclosure Document with the Registrar of Companies.
This Shelf Disclosure Document has been prepared in conformity with the SEBI Debt Listing Regulations as amended
from time to time and applicable RBI regulations governing private placements of Debentures by NBFCs. This Shelf
Disclosure Document has been prepared solely to provide all material information about the Issuer to Eligible
Investors (as defined below) to whom it is addressed and who are willing and eligible to subscribe to the Debentures.
This Shelf Disclosure Document does not purport to contain all the information that any Eligible Investor may require.
Further, this Shelf Disclosure Document has been prepared for informational purposes relating to this transaction only
and upon the express understanding that it will be used only for the purposes set forth herein.
Neither this Shelf Disclosure Document nor any other information supplied in connection with the Debentures is
intended to provide the basis of any credit or other evaluation and any recipient of this Shelf Disclosure Document
should not consider such receipt as a recommendation to subscribe to any Debentures. Each potential Investor
contemplating subscription to any Debentures should make its own independent investigation of the financial
condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors
should consult their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze
such investment and the suitability of such investment to such potential Investor’s particular circumstances.
The Issuer confirms that, as of the date hereof, this Shelf Disclosure Document (including the documents incorporated
by reference herein, if any) contains all the information that is material in the context of the Issue and regulatory
requirements in relation to the Issue and is accurate in all such material respects. No person has been authorized to
give any information or to make any representation not contained or incorporated by reference in this Shelf Disclosure
11
Document or in any material made available by the Issuer to any potential Investor pursuant hereto and, if given or
made, such information or representation must not be relied upon as having being authorized by the Issuer. The Issuer
certifies that the disclosures made in this Shelf Disclosure Document are adequate and in conformity with the SEBI
Debt Listing Regulations. Further, the Issuer accepts no responsibility for statements made otherwise than in the Shelf
Disclosure Document or any other material issued by or at the instance of the Issuer and anyone placing reliance on
any source of information other than this Shelf Disclosure Document would be doing so at its own risk.
This Shelf Disclosure Document and the respective contents hereof respectively, are restricted only for the
intended recipient(s) who have been addressed directly and specifically through a communication by the
Issuer and only such recipients are eligible to apply for the Debentures. All Investors are required to comply
with the relevant regulations / guidelines applicable to them for investing in this Issue. The contents of this
Shelf Disclosure Document are intended to be used only by those Investors to whom it is distributed. It is not
intended for distribution to any other person and should not be reproduced by the recipient.
No invitation is being made to any persons other than those to whom Application Forms along with this Shelf
Disclosure Document being issued have been sent. Any application by a person to whom the Shelf Disclosure Document
has not been sent by the Issuer shall be rejected without assigning any reason.
The person who is in receipt of this Shelf Disclosure Document shall not reproduce or distribute in whole or in part or
make any announcement in public or to a third party regarding the contents hereof without the consent of the Issuer.
The recipient agrees to keep confidential all information provided (or made available hereafter), including, without
limitation, the existence and terms of the Issue, any specific pricing information related to the Issue or the amount or
terms of any fees payable to us or other parties in connection with the Issue. This Shelf Disclosure Document and may
not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer.
Upon request, the recipients will promptly return all material received from the Issuer (including this Shelf Disclosure
Document) without retaining any copies hereof. If any recipient of this Shelf Disclosure Document decides not to
participate in the Issue, that recipient must promptly return this Shelf Disclosure Document and all reproductions
whether in whole or in part and any other information statement, notice, opinion, memorandum, expression or
forecast made or supplied at any time in relation thereto or received in connection with the Issue to the Issuer.
The Issuer does not undertake to update the Shelf Disclosure Document to reflect subsequent events after the date of
Shelf Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first
confirming its accuracy with the Issuer. Provided however that, any subsequent event, circumstance, occurrence or
condition which is material to the Issue or which may influence the investment decision of the Investors in the
subsequent Tranches/Series, shall be reflected in the Term Sheet(s) for the relevant Series/Tranche(s).
Neither the delivery of this Shelf Disclosure Document nor any sale of Debentures made hereafter shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of the
Issuer since the date hereof.
This Shelf Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom
it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or
the distribution of this Shelf Disclosure Document in any jurisdiction where such action is required. Persons into
whose possession this Shelf Disclosure Document comes are required to inform them of, and to observe, any such
restrictions. The Shelf Disclosure Document is made available to potential Investors in the Issue on the strict
understanding that it is confidential.
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2.3 DISCLAIMER CLAUSE OF STOCK EXCHANGES
As required, a copy of this Shelf Disclosure Document has been filed with the BSE in terms of the SEBI Debt Listing
Regulations. It is to be distinctly understood that submission of this Shelf Disclosure Document to the BSE should not in
any way be deemed or construed to mean that this Shelf Disclosure Document has been reviewed, cleared, or approved
by the BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this Shelf Disclosure Document, nor does the BSE warrant that the Issuer’s Debentures will be listed or will
continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and other
conditions of the Issuer, its promoters, its management or any scheme or project of the Issuer.
2.4 DISCLAIMER CLAUSE OF SEBI
As per the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Shelf Disclosure
Document has to be filed with or submitted to the SEBI for its review / approval. It is to be distinctly understood that
this Shelf Disclosure Document should not in any way be deemed or construed to have been approved or vetted by
SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the
financial soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the
correctness of the statements made or opinions expressed in this Shelf Disclosure Document.
2.5 DISCLAIMER CLAUSE OF RBI
The Issuer has obtained a certificate of registration issued by the RBI to carry on the activities of an NBFC under
section 45 IA of the RBI Act, 1934. However, a copy of this Shelf Disclosure Document has not been filed with or
submitted to the Reserve State bank of India (“RBI”). It is distinctly understood that this Shelf Disclosure Document
should not in any way be deemed or construed to be approved or vetted by RBI. RBI does not accept any responsibility
or guarantee about the present position as to the financial soundness of the Issuer or for the correctness of any of the
statements or representations made or opinions expressed by the Issuer and for discharge of liability by the Issuer. By
issuing the aforesaid certificate of registration to the Issuer, RBI neither accepts any responsibility nor guarantee for
the payment of any amount due to any Investor in respect of the Debentures.
2.6 DISCLAIMER CLAUSE OF THE SOLE ARRANGER
The role of the Arranger in the assignment is confined to marketing and placement of the Debentures/Debentures
(Debentures and Debentures have been used interchangeably in this Disclaimer) on the basis of this Information
Memorandum/Disclosure Document/Offer Document (hereinafter collectively referred to as “Information
Memorandum”) as prepared by the Issuer. The Arranger has neither scrutinized nor vetted nor reviewed nor has it
done any due-diligence for verification of the contents of this Information Memorandum. The Arranger shall use this
Information Memorandum for the purpose of soliciting subscription(s) from Eligible Investors in the Debentures to
be issued by the Issuer on a private placement basis. It is to be distinctly understood that the use and distribution of
this Information Memorandum by the Arranger should not in any way be deemed or construed to mean that the
Information Memorandum has been endorsed by the Arranger in any manner.
It is responsibility of the Issuer to comply with all laws, rules and regulations and obtain all regulatory,
governmental, corporate and other necessary approvals for the issuance of the Debentures. The Arranger has not
verified whether the regulatory requirements have been fulfilled and necessary approvals have been obtained by
the Issuer.
The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its
13
contents. The Issuer confirms that all the information contained in this Information Memorandum has been
provided by the Issuer or is from publicly available information, the use of which isn’t regulated or prohibited by
applicable law or regulation relating to insider dealing or otherwise and that such information has not been
independently verified by the Arranger.
No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will
be accepted, by the Arranger or any of their employees, directors or their Affiliates for the accuracy, completeness,
reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained
therein, and the Arranger hereby expressly disclaims any responsibility or liability to the fullest extent for the
contents of this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting
from this Information Memorandum or any information or errors contained therein or any omissions there from.
Neither Arranger and its affiliates, nor its directors, employees, agents or representatives shall be liable for any
damages whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that
may arise from or in connection with the use of this document. By accepting this Information Memorandum, the
Eligible Investor accepts this Disclaimer of the Arranger, which forms an integral part of this Information
Memorandum and agrees that the Arranger will not have any such liability.
The Eligible Investors should carefully read this Information Memorandum. This Information Memorandum is for
general information purposes only, without regard to specific objectives, suitability, financial situations and needs of
any particular person and does not constitute any recommendation and the Eligible Investors are not to construe
the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice, and the
Eligible Investors should consult with its own advisors as to all legal, accounting, regulatory, tax, financial and
related matters concerning an investment in the Debentures. This Information Memorandum should not be
construed as an investment advice in publicly accessible media or an offer to sell or the solicitation of an offer to buy,
purchase or subscribe to any securities mentioned therein, and neither this document nor anything contained
herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.
This Information Memorandum is confidential and is made available to potential investors in the Debentures on the
understanding that it is confidential. Recipients are not entitled to use any of the information contained in this
Information Memorandum for any purpose other than in assisting to decide whether or not to participate in the
Debentures. This document and information contained herein or any part of it should not be printed, reproduced,
transmitted, sold, distributed or published by the recipient without the prior written approval from the Arranger
and the Issuer. This Information Memorandum has not been approved and will or may not be reviewed or approved
by any statutory or regulatory authority in India or by any Stock Exchange in India. This document may not be all
inclusive and may not contain all of the information that the recipient may consider material.
Please note that:

(a) The Arranger and/or their affiliates may, now and/or in the future, have other investment and commercial
banking, trust and other relationships with the Issuer and other entities related to the Issuer;
(b) As a result of those other relationships, the Arranger and/or their affiliates may get information about the
Issuer and/or the Issue or that may be relevant to any of them. Despite this, the Arranger and/or their
affiliates will not be required to disclose such information, or the fact that it is in possession of such
information, to any recipient of this Information Memorandum;
(c) The Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships under
which it, or they, may exercise voting power over securities of various persons. Those securities may, from
time to time, include securities of the Issuer;
(d) The Arranger and/or their affiliates may exercise such voting powers, and otherwise perform its functions
in connection with such fiduciary or other relationships, without regard to its relationship to the Issuer
and/or the securities;
(e) The Arranger is not acting as trustee or fiduciary for the investors or any other person; and
(f) The Arranger is under no obligation to conduct any "know your customer" or other procedures in relation
to any person.
Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States of America
or any other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. No
action is being taken to permit an offering of the Debentures in the nature of Debentures or the distribution of this
14
Information Memorandum in any jurisdiction where such action is required. The

distribution/taking/sending/dispatching/transmitting of this Information Memorandum and the offering and sale
of the Debentures may be restricted by law in certain jurisdictions, and persons into whose possession this
document comes should inform themselves about, and observe, any such restrictions.
2.7 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to investors as specified under the paragraph titled “Eligible Investors” of this Shelf
Disclosure Document, who shall be/have been identified upfront by the Issuer. This Shelf Disclosure Document does
not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not
specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts
and tribunals at Vijayawada. This Shelf Disclosure Document does not constitute an offer to sell or an invitation to
subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction.
2.8 DISCLAIMER IN RESPECT OF RATING AGENCIES
CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are
not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any
security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on
the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate
and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not
responsible for any errors or omissions or for the results obtained from the use of such information. Most entities
whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of
bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the
entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the
capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may
undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in
addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that
it has no financial liability whatsoever to the users of CARE’s rating.
Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may
involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if
triggered, the ratings may see volatility and sharp downgrades.
2.9 ISSUE OF DEBENTURES IN DEMATERIALISED FORM
The Debentures will be issued in dematerialized form. The Issuer has made arrangements with the Depositories for the
issue of the Debentures in dematerialized form. Investors will have to hold the Debentures in dematerialized form as
per the provisions of Depositories Act. The Issuer shall take necessary steps to credit the Debentures allotted to the
beneficiary account maintained by the Investor with its depositary participant. The Issuer will make the Allotment to
the Investors on the Deemed Date of Allotment after verification of the Application Form, the accompanying
documents and on realization of the application money.
2.10 CONFIDENTIALITY
15
The person who is in receipt of this private placement offer letter shall maintain utmost confidentiality regarding the
contents of this private placement offer letter and shall not reproduce or distribute in whole or part or make any
announcement in public or to a third party regarding the contents of this private placement offer letter or deliver this
private placement offer letter or any other information supplied in connection with this private placement offer letter
or the Debentures to any other person, whether in electronic form or otherwise, without the consent of the Issuer. Any
distribution or reproduction of this private placement offer letter in whole or in part or any public announcement or
any announcement to third parties regarding the contents of this private placement offer letter or any other
information supplied in connection with this private placement offer letter or the Debentures is unauthorized. Failure
to comply with this instruction may result in a violation of the Companies Act, the SEBI Debt Regulations or other
applicable laws of India and other jurisdictions. This private placement offer letter has been prepared by the Issuer for
providing information in connection with the proposed Issue described in this private placement offer letter.
2.11 FORCE MAJEURE
The Issuer reserves the right to withdraw the bid prior to the Issue Closing Date in accordance with the Operational
Guidelines, in the event of any unforeseen development adversely affecting the economic and regulatory environment or
otherwise.
RISK FACTORS
The following are the risks envisaged by the management of the Company relating to the Company, the Debentures and the
market in general. Potential investors should carefully consider the risks and uncertainties described below for evaluating the
Company and its business and the Debentures, in addition to the other information contained in this Shelf Disclosure
Document before making any investment decision relating to the Issue. The Company believes that the factors described below
represent the principal risks inherent in investing in the Debentures, but does not represent that the statements below
regarding the risks of holding the Debentures are exhaustive. These risks and uncertainties described in this section are not
the only issues that the Company faces. Additional risks and uncertainties not presently known to the Company or that the
Company currently believes to be immaterial may also have a material adverse effect on its financial condition or business or
results of operations.
i. REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER.
Potential investors should be aware that receipt of the principal amount (i.e. the redemption amount) and any other
amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors
assume the risk that the Issuer will not be able to satisfy their obligations under the Debentures. In the event that
bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are
instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be
substantially reduced or delayed.
ii. THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.
The Debentures may be very illiquid, and no secondary market may develop in respect thereof. Even if there is a
secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to
hold the Debentures until redemption to realize any value.
iii. CREDIT RISK & RATING DOWNGRADE RISK
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The Rating Agency has assigned the credit ratings to the Debentures. In the event of deterioration in the financial
health of the Issuer, there is a possibility that the rating agency may downgrade the rating of the Debentures. In such
cases, potential investors may incur losses on revaluation of their investment or make provisions towards sub-
standard/ non-performing investment as per their usual norms.
iv. CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF NCDs.
All securities where a fixed rate of interest is offered, such as this Issue, are subject to price risk. The price of such
securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed
income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a
function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates.
Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a
negative effect on the pricing of the Debentures.
v. TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS
Special tax considerations and legal considerations may apply to certain types of investors. Potential investors are
urged to consult with their own financial, legal, tax and other advisors to determine any financial, legal, tax and other
implications of this investment.
vi. ACCOUNTING CONSIDERATIONS
Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult
with their own accounting advisors to determine implications of this investment.
vii. MATERIAL CHANGES IN REGULATIONS TO WHICH THE ISSUER IS SUBJECT COULD IMPAIR THE ISSUER’S
ABILITY TO MEET PAYMENT OR OTHER OBLIGATIONS.
The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies
and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the
Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.
viii. LEGALITY OF PURCHASE
Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures,
whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for
compliance by that potential investor with any law, regulation or regulatory policy applicable to it.
ix. POLITICAL AND ECONOMIC RISK IN INDIA
17
The Issuer operates only within India and, accordingly, all of its revenues are derived from the domestic market. As a
result, it is highly dependent on prevailing economic conditions in India and its results of operations are significantly
affected by factors influencing the Indian economy. An uncertain economic situation, in India and globally, could
result in a further slowdown in economic growth, investment and consumption. A slowdown in the rate of growth in
the Indian economy could result in lower demand for credit and other financial products and services and higher
defaults. Any slowdown in the growth or negative growth of sectors where the Issuer has a relatively higher exposure
could adversely impact its performance. Any such slowdown could adversely affect its business, prospects, results of
operations and financial condition.
x. RISKS RELATED TO THE BUSINESS OF THE ISSUER
a) All the loans provided by the Issuer are secured. However, if the Issuer is unable to control the level of non-
performing loans (“NPAs”) in the future, or if the loan loss reserves are insufficient to cover future loan
losses, the financial condition of the Issuer and results of operations may be materially and adversely
affected. Non-performing or low credit quality loans can negatively impact its results of operations.
As on June 30, 2020, the gross NPA was Rs. 37.66 crores on a gross portfolio of Rs. 1350.86 crores (including
managed/ securitized portfolio of Rs. 183.50 crores).
The Issuer cannot assure that it will be able to effectively control and reduce the level of the NPAs of its Client
Loans. The amount of its reported NPAs may increase in the future as a result of growth of Client Loans, and also
due to factors beyond its control, such as over-extended member credit that it is unaware of. If the Issuer is
unable to manage its NPAs or adequately recover its loans, the results of its operations will be adversely affected.
The Issuer’s current loan loss reserves may not be adequate to cover an increase in the amount of NPAs or any
future deterioration in the overall credit quality of the Issuer’s total loan portfolio. As a result, if the quality of the
Issuer’s total loan portfolio deteriorates the Issuer may be required to increase the loan loss reserves, which will
adversely affect the Issuer’s financial condition and results of operations. The Issuer’s borrowers are from the
middle and lower middle-class segments and, as a result, might be vulnerable if economic conditions worsen or
growth rates decelerate in India, or if there are natural disasters such as floods and droughts in areas where the
Issuer’s members live. Moreover, there is no precise method for predicting loan and credit losses, and the Issuer
cannot assure that the Issuer’s monitoring and risk management procedures will effectively predict such losses
or that loan loss reserves will be sufficient to cover actual losses. If the Issuer is unable to control or reduce the
level of its NPAs or poor credit quality loans, the Issuer’s financial condition and results of the Issuer’s operations
could be materially and adversely affected.
b) Issuer requires certain statutory and regulatory approvals for conducting business and failure to obtain or
retain them in a timely manner, or at all, may adversely affect operations.
Non-Banking Financial Companies in India are subject to strict regulation and supervision by the RBI. The Issuer
requires certain approvals, licenses, registrations and permissions for operating, including registration with the
RBI as a NBFC. Further, such approvals, licenses, registrations and permissions must be maintained/renewed
over time, applicable requirements may change and may not be aware of or comply with all requirements all of
the time. Additionally, the Issuer may need additional approvals from regulators to introduce new insurance and
other fee-based products to its members. In particular, the Issuer is required to obtain a certificate of registration
for carrying on business as a NBFC that is subject to numerous conditions. In addition, branches are required to
be registered under the relevant shops and establishments laws of the states in which they are located. The shops
and establishment laws regulate various employment conditions, including working hours, holidays and leave
and overtime compensation. If the Issuer fails to obtain or retain any of these approvals or licenses, or renewals
thereof, in a timely manner, or at all, business may be adversely affected. If the Issuer fails to comply, or a
regulator claims that it has not complied, with any of these conditions, its certificate of registration may be
suspended or cancelled, and the Issuer shall not be able to carry on such activities.
18
c) Issuer may be required to increase capital ratio or amount of loan loss reserves, which may result in
changes to business and accounting practices that would harm business and results of operations.
The Issuer is subject to the RBI minimum capital to risk weighted assets ratio regulations. Pursuant to Section
45–IC of the RBI Act, 1934, every NBFC is required to create a reserve fund and transfer thereto a sum not less
than 20.0% (Twenty Percent) of its net profit every year, as disclosed in the profit and loss account and before
any dividend is declared. The Issuer is also required to maintain a minimum capital adequacy ratio of 15.0%
(Fifteen Percent) in relation to aggregate risk-weighted assets and risk adjusted assigned loans. The RBI may
also in the future require compliance with other financial ratios and standards. Compliance with such regulatory
requirements in the future may require alteration of its business and accounting practices or take other actions
that could materially harm its business and operating results
d) The Issuer is exposed to certain political, regulatory and concentration of risks
Due to the nature of its operations, the Issuer is exposed to political, regulatory and concentration risks.
e) Competition from other financial institutions may adversely affect the Issuer’s profitability
The Issuers considers that commercial banks and other NBFCs have generally not targeted its client base
effectively. However, banks and NBFCs do offer loans to individual proprietors either on an unsecured basis or
against the value of their personal property. There are also housing finance companies that provide loans to this
customer group. It is possible that their activities in this sector could increase, resulting in competition that
adversely affects its profitability and financial position.
The Issuer believes that its sector expertise, credit analysis and portfolio management capabilities are all sources
of competitive strength and are a mitigant to this risk.
f) Changes in interest rates of the loans that the Issuer can borrow could reduce profit margins
If the cost of the loans that the Issuer receives increases, due to either market or credit movements, the net
interest margin might reduce and adversely affect the Issuer’s financial condition.
g) Large scale attrition, especially at the senior management level, can make it difficult for the Issuer to
manage its business.
If the Issuer is not able to attract, motivate, integrate or retain qualified personnel at levels of experience that are
necessary to maintain the Issuer’s quality and reputation, it will be difficult for the Issuer to manage its business
and growth. The Issuer depends on the services of its executive officers and key employees for its continued
operations and growth. In particular, the Issuer’s senior management has significant experience in the banking
and financial services industries.
The loss of any of the Issuer’s executive officers, key employees or senior managers could negatively affect its
ability to execute its business strategy, including its ability to manage its rapid growth.
The Issuer’s business is dependent on its team of personnel who directly manage its relationships with its
borrowers. The Issuer’s business and profits would suffer adversely if a substantial number of such personnel left
the Issuer or became ineffective in servicing its borrowers over a period of time.
The Issuer’s future success will depend in large part on its ability to identify, attract and retain highly skilled
managerial and other personnel. Competition for individuals with such specialized knowledge and experience is
high, and the Issuer may be unable to attract, motivate, integrate or retain qualified personnel at levels of
experience that are necessary to maintain its quality and reputation or to sustain or expand its operations. The
19
loss of the services of such personnel or the inability to identify, attract and retain qualified personnel in the
future would make it difficult for the Issuer to manage its business and growth and to meet key objectives.
h) The Issuer’s business and results of operations would be adversely affected by strikes, work stoppages or
increased wage demands by employees
The employees are not currently unionized. However, there can be no assurance that they will not unionize in the
future. If the employees unionize, it may become difficult to maintain flexible labour policies, and could result in
high labour costs, which would adversely affect the Issuer’s business and results of operations.
i) The Issuer’s insurance coverage may not adequately protect it against losses. Successful claims that exceed
its insurance coverage could harm the Issuer’s results of operations and diminish its financial position
The Issuer maintains insurance coverage of the type and in the amounts that it believes are commensurate with
its operations and other general liability insurances. The Issuer’s insurance policies, however, may not provide
adequate coverage in certain circumstances and may be subject to certain deductibles, exclusions and limits on
coverage.
In addition, there are various types of risks and losses for which the Issuer does not maintain insurance, such as
losses due to business interruption and natural disasters, because they are either uninsurable or because
insurance is not available to the Issuer on acceptable terms. A successful assertion of one or more large claims
against the Issuer that exceeds it’s available insurance coverage or results in changes in its insurance policies,
including premium increases or the imposition of a larger deductible or co-insurance requirement, could
adversely affect the Issuer’s business, financial condition and results of operations
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SECTION 3: REGULATORY DISCLOSURES
The Shelf Disclosure Document has been prepared in accordance with the provisions of SEBI Debt Listing Regulations and,
in this section the Issuer has set out the details required as per Schedule I of the SEBI Debt Listing Regulations.
3.1 Documents Submitted to the Exchanges
The following documents have been / shall be submitted to the BSE:
(a) Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the allotment of the
Debentures;
(b) Copy of last 3 (Three) years audited Annual Reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Copy of the Board Resolution dated January 07, 2020 authorizing the borrowing and list of authorized
signatories;
(e) Copy of the Management Committee resolution dated 15th September, 2020 authorizing the offer of non-
convertible Debentures
(f) Certified true copy of the shareholders' resolution passed by the Issuer at the Annual General Meeting held
on December 04, 2019 authorizing the Issuer to borrow, upon such terms as the Board may think fit, up to
an aggregate limit of 4000 crores;
(g) Copy of the Shareholders resolution dated December 04, 2019 authorizing the issue/offer of non-
convertible Debentures;
(h) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where
applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant
regulations/acts/rules etc. and the same would be uploaded on the website of the BSE, within 5 (five)
working days of execution of the same;
(i) Where applicable, an undertaking that permission / consent from the prior creditor for a second or pari
passu charge being created, in favour of the trustees to the proposed issue has been obtained; and
(j) Any other particulars or documents that the recognized stock exchange may call for as it deems fit.
3.2 Documents Submitted to the Debenture Trustee
List of disclosures to be submitted to the Debenture Trustee in electronic form (soft copy) at the time of allotment
of the debt securities:
(a) Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities;
(b) Copy of last three years audited Annual Reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and agreements;
(d) Latest Audited / Limited Review Half Yearly Financial Information (Profit & Loss statement, Balance Sheet
and Cash Flow statement) and auditor qualifications, if any;
21
(e) An undertaking to the effect that the Company would, until the redemption of the debt securities, submit the
details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in the SEBI
LODR Regulations. Further, the Company shall promptly submit to the Debenture Trustee all the other
documents/ intimations as are required to be submitted under the provisions of Regulation 56 of the SEBI
LODR Regulations. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy
of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted
under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing Debenture-holders within
two working days of their specific request.
3.3 Name and address of the following:
Particulars Details
Name: IKF Finance Limited
Registered Office of Issuer: 40-1-144, Corporate Centre, M.G.Road, Vijayawada - 520 010
6-3-902/A, 4th Floor, Central Plaza, Near Yashoda Hospital, Raj Bhavan
Corporate Office of Issuer:
Road, Somajiguda, Hyderabad-500 082
Compliance Officer of Issuer: Mr. Ch. Sreenivasa Rao, Company Secretary
CFO of Issuer: Mr. Sreepal Gulabchand Jain
Registration Number: B.09.00172
Date of Incorporation: May 30, 1991

Corporate Identification Number (CIN): U65992AP1991PLC012736
Tel No. 91+866+2474644
Fax No. 91+866+2485755
Contact Person Mr. Ch. Sreenivasa Rao, Company Secretary
Email contact@ikffinance.com
Website of Issuer: https://www.ikffinance.com/
Arranger to the Issue -

M/S.S.R. Batliboi & Co. LLP.
Chartered Accountants
12th Floor, The Ruby,

Auditors of the Issuer
29 Senapati Bapat Marg,
Dadar (West)
Mumbai – 400028
IDBI Trusteeship Services Limited
Asian Building, Ground Floor
17 R, Kamani Marg
Trustee to the Issue
Mumbai -400001
Tel: 022-40807000
Fax: +91 (022) 66311776
22
Email: itsl@idbitrustee.com
Contact Person: Mr. Nikhil Lohana
Website: www.idbitrustee.com
Bigshare Services Private Limited
E-2, Ansa Industrial Estate
Saki Vihar Road,

Registrar
Saki Naka
Andheri (East)
Mumbai4 00 072
CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road,

Credit Rating Agency
Off Eastern Express Highway, Sion (East),
Mumbai, Maharashtra 400022
As per the Resolution passed by the Management Committee of the Board at their meeting dated 15th September,
2020; following below members are authorized to issue the Shelf Disclosure Document:
Sl. Name Designation
1. V. G. K. Prasad Managing Director
2. V. Indira Devi Whole time Director
3. K. Vasumathi Devi Executive Director
3.4 A brief summary of the business/ activities of the Issuer and its line of business containing at least following
information:
(a) Overview:
IKF Finance Ltd. (IKE) is registered with the RBI as a Non-Deposit Accepting Non-Banking Finance Company. It is
classified as an asset financing company with a focus on vehicles financing. It was incorporated in 1991 as Indra
Keela Financiers Private Limited and was converted into a Public Limited Company in 1994 when the name was
changed to IKF Finance & Investments Limited. The Company went for a public issue in 1995, a Rights Issue in
1998 and a Preferential Issue in 2003, 2007, 2011 & 2018.
MAIN OBJECTS AND BUSINESS OF THE ISSUER
The company caters to the needs of Small Road Transport Operators (SRTOs) by extending financial support for
acquiring commercial vehicles.
23
IKF operates from its branches spread across the states of Andhra Pradesh, Telangana, Karnataka, Tamil Nadu,
Kerala, Gujarat, Maharashtra, Rajasthan and Madhya Pradesh. The company had an AUM of INR 1350 Crore as on
30 June 2020.
IKF has been actively involved in Asset Management (Channel Business) activities wherein it has been involved in
origination and management of loan portfolios for HDFC Bank, Bajaj Finance Limited. The Company has
originated in excess of Rs. 500 Cr loan book over the last 9 years for its business associates. IKF has been focusing
on building on book portfolio for past three years.
PRODUCT DETAILS
1. Product details
Target customers of the company are:
1. Driver cum Owners
2. First Time Buyers (FTBs) & First Time Users (FTUs)
3. Small fleet Operators (2-3 vehicles)
Feature Description
Age limit of the borrower 18-65 years
Purpose of the loan Purchase/refinance of commercial vehicle
LTV Used: Upto
New: Upto 85% for fully built vehicle
Loan Tenure 2 to 4 Years
Interest Rate Used: 18 to
New: 16 to
Service Charge 025 to 0.5% is the range
(linked to IRR)
Legal and Technical verification charges Actuals paid directly by customer
Repayment mode PDC, ECS, Cash
Vehicle Insurance Mandatory
Pre-closure charges % of loan outstanding
Processes
Origination
Enquiry Generation Field FI Report Collection of KYC and

Investigation Preparation other documents
24
Preparation of Approval by Disbursement Post Disbursement

Credit Head formalities
Credit Approval Memo
Sourcing of clients is done through direct and indirect marketing and distribution channels:
Direct Through Branches / Satellite Branches
1. Leads generated by the Marketing Team
2. Walk-in Customers
3. Existing Customers / Guarantors
4. References secured from existing Customers / Guarantors
Indirect — through external sources
l . Dealer References
2. DSAs
3. Brokers / Consultants
The management's emphasis is on sourcing business from the existing customers and their references.
After identifying a prospective borrower and before putting up the proposal for approval,
Marketing / Field Executive(s) verify/assess the borrower's repayment capacity and ability to pay in adverse
situations. Analysis is also done to establish the credit worthiness of the Guarantor. First field investigation is
done by the field executives which covers the following:
1. Physical verification of Residence/Place of business
2. Verification with address proofs
3. Verification with property and income proofs
4. Verification with previous track record or Bank statements etc.
5. Credibility of the borrower & Guarantor in the locality where they reside
6. Authentication of documents submitted for verification
7. Whether the borrower's requirements are in line with the Company's credit policy,
(in terms of funding, rate of interest, tenure, vehicle make & model etc.)
8. Earning capacity of the vehicle, in terms of its viability, route of operation, segment/industry in which it
operates and its prospects etc.
IKF focuses on clients who have formal contracts with contractors/ companies.
After going through the FI findings, the field executives with the help of back office operations staff put up the
proposal for approval of Branch Manager. The Executive has to physically verify the vehicle before sending the
proposal.
25
KYC information is shared with the HO credit team on mail so that internal de-dupe can be carried out and a CIBIL
check is run. CIBIL check is done centrally.
On receiving proposal from Branch, the credit department scrutinizes the documents submitted by the borrower
and Guarantor and verify their authenticity with the online data available on the Internet.
For example: PAN Card / Income Tax Returns with Income Tax website Driving License / Vehicle Details with
RTA Website
1. Voter Card with Election Commission website
2. Property Tax Paid with Municipal / Corporation Website
3. Property Details with Registration / Revenue Dept Websites.
4. Bank Statements with respective Banks
5. Repayment track with other Financiers / Bankers
This is followed by tele verification of both the Borrower and Guarantor to check the information furnished and
their requirement. The credit department also checks if the customer falls in the negative list or if it is of a
negative profile.
Viability test of the vehicle is based on the route it plies and the rates prevalent in the market. Assessment of the
income of the borrower is based on the FI report and tele verification.
Field Investigation
Field investigation is conducted by an external FI agency. Different FI agencies have been empanelled by IIKF in
different regions. FI agencies are managed from the HO. Only credit team is authorized to call for this external Fl.
Field investigation involves a physical verification of borrower's address, assessment of his socioeconomic
condition, obtaining feedback from neighbors and local people and verification of the documents submitted. The
FI agency is also expected to check the contract letter, bank statement and vehicle viability.
External valuation of vehicle
Valuation of vehicle is required in case of a used vehicle and is done by empanelled valuators who have
experience in assessing value of used commercial vehicles. Payment to these valuators is done by the client,
which is in line with the general market practiced DD team feels that the payment to valuators should be made by
the company, to avoid any conflict of interest.
Valuation report contains details of the vehicle including vehicle identification details, registration details, permit
and tax details, insurance details, status of the RC book, condition of the vehicle and estimated market value of the
customer.
Report is submitted along with 4(Front, back and one side, other side and chassis number) photographs of the
vehicle and a tracing of the engine and chassis number.
Vehicle Finance Grid
As per the policy, at the time of funding each and every used vehicle, the lower of the following is taken as vehicle
value for ascertaining the finance amount
1. Vehicle Grid Values
2. IDV as mentioned in Insurance Policy
3. Valuation given by the Certified Valuer / Surveyor
26
However it was observed that credit team approved valuation taking a lower of (i) and (ii). This is in line with the
market practice, followed by other originators.
Vehicles financed by IKF include cars, construction equipment, HCV, LCV, SCV, MUV, Three Wheelers and tractors
manufactured by:
ASHOK LEYLAND JCB
Asia Motor Works L&T
ATUL MAHINDRA & MAHINDRA
BAJAJ PIAGGIO
Caterpillar India Ltd SWARAJ
CHEVROLET TATA
EICHER TOYOTA
ESCORTS TVS
FORCE HARVESTER
The company has been financing HCVs and LCVs. With the recent developments in economy, IKF has taken a call
to go slow on funding HCVs. However they wouldn't want to exit the HCV finance market entirely, IKF has
stopped financing HCVs in Karnataka and other states which have been affected by the mining ban. In the
Hyderabad region the company is planning to finance a lot of three wheelers as new licenses will be issued by the
state government after a long time. IKF also finances cars, construction equipment and agriculture equipment on
a selective basis.
Preparation of Vehicle finance grid
IKF maintains different vehicle financing grids for different regions. Grid values are determined based on market
feedback and company's experience of selling repossessed vehicles.
Grid values are proposed by State Heads and approved by the Senior Management. The grid is updated at least
every 6 months or as and when need arises. Loan to values are based on the vehicle type and the borrower
category.
At regular intervals, the grid value for funding of used vehicle is ascertained based on following process:
1. Collection of data with regard to resale deals happening in the market in consultation with transport
operators, consultants, brokers, mechanics etc. in respect of various vehicles, model wise
2. Collection of data with regard to valuation of various vehicles, model wise, from certified valuers /
surveyors
3. Collection of data with regard to maximum and minimum vehicle values (IDVs) from various Insurers
4. Collection of Vehicle grid values of various NBFCs
The company arrives at the model wise vehicle grid values after analysing the data so collected and compares it
with the data of repossessed vehicles sold by the company in the recent past to arrive at the final grid.
27
Sanctioning Authority for Approval
Credit officers approve the loan if the proposal is in line with the company's credit policy. Cases with any
deviation are referred to Managing / Executive Director.
Disbursements
All disbursements are through cheques. An invoice is issued immediately after disbursement. Ideally the
disbursement is done only after endorsement of the hypothecation in the RC book of the vehicle. However to
maintain the TAT to remain competitive in the market, all documents required for the endorsement of
hypothecation are collected and loan is disbursed.
Endorsement of hypothecation
Endorsement of hypothecation in Insurance and RC book should be completed within 90 days of disbursement.
IKF tries to ensure that Insurance & Registration is done through them to avoid delay in collection of post
disbursement documents (PDDs). Branch Manager/lncharge takes personal responsibility for collection of such
PDDs.
Delinquency Management
Collection mechanism is well defined. The collection team includes branch back office staff , tele calling recovery
executives, recovery executive at the branch and the recovery manager and the Collection Head.
Every recovery team member is assigned cases as per the below matrix and is answerable if any account crosses
the stipulated DPD / Bucket.
Responsibility TeleCalling Recovery Team Leader / Area State Head

Executive Recovery/ Manager / Manager
Branch Manager
Installment Reminder Reminder Coordination Supervision Monitoring
Due Date
0-30 DPD Reminder Collection Coordination Supervision Monitoring

Installments
31-60 DPD Reminder Collection Collection Supervision Monitoring

Installments
61-90 DPI Reminder Collection Collection Collection Monitoring

Installments
91+ DPD Reminder Collection Collection Collection Collection

Installments
Responsibility Tele Recovery Team Leader /Recovery Area State Head

Calling Executive Manager / Branch Manager Manager
All the Accounts are assigned to the recovery executives based on their geographical operational area.
28
Besides adopting legal means, IKF has a special recovery cell (SRC) whose responsibility is to persuade the
borrowers to settle their accounts amicably. In case of borrower's reluctance, the case is assigned to a
repossession team to ensure recovery of outstanding amount from the delinquent borrowers.
Repossession Policy
IKF has a well-defined repossession policy which includes details on when vehicles can be repossessed, the
responsibility matrix and along with the mechanism for sale of vehicles post repossession.
Responsibility for implementing repossession related activities rests with the Branch Recovery Manager / Team
Leader. If any branch doesn't have a recovery manager, the repossession activities are conducted by the Branch
Manager. As per the policy, any employee / agent of the company and / or company's empanelled repossession
agency can repossess the vehicle subject to the company's guidelines.
Vehicles are repossessed in following conditions:
1. Non-starter cases: Failed to remit the 1st instalment for a continuous period of 30 days from the due date.
(Eg. 0, l , 2)
2. Account crosses 90+ DPD
3. The borrower has patted with the possession of the vehicle with any one or where the vehicle is in the
possession of anyone other than the borrower
4. The borrower fails to register his vehicle with the RTA even after 30 days from the date of delivery of
vehicle (in case of new vehicles)
5. The borrower plies the vehicle in contravention of any statutory rules / regulations
6. The borrower fails to take an insurance cover for the Vehicle
Cash and Cheque management
Cash collected at the branch is deposited in the bank either on the same day or on the next working day. The
branch manager decides the person who will deposit the money into the bank. (Individual staff also deposits the
money).
IKF does not have any cover for cash in transit and at the branches and doesn't have any fidelity insurance.
Each branch has a safe to store cash, the keys are with Branch manager. There is no limit on the amount that can
be kept in the branch; it is ensured that all money collected is deposited in to the bank account as soon as possible.
A Daily Cash Reconciliation report along with receipts is sent to the HO. The non-cash collection is through the
Post-dated cheques (PDCs). Cheque management system is centralized and operated from Hyderabad.
Systems
29
The IT department at IKF is a 2 member team. The team is based at the HO and takes care of hardware and
software related requirements of the company.
IKF uses Jaguar NBFC software, a comprehensive application for NBFCs. The software has been made by a
Jalandhar (Punjab) based company named Jaguar Software Solutions. The software is available in various
versions. IKF uses the web based enterprise version of the software. It has Microsoft asp.net at the front end and
database is maintained in MS SQL server. The web based version enables access to reports on a real time basis.
All branches are have at least one computer and an internet connection. All data entry is done by the operations
team at the HO. The entry of receipts is done by the branch staff. Upon collection of repayment the branch staffs
issue a receipt. This receipt has 3 copies — original is given to the customer, one copy remains at the branch and
one copy is sent by courier to the HO. It was observed that the receipt number in the computer and that on the
already printed receipt were different.
The system allows for differential access; each branch has a different id and password, and is able to view details
for his area of operations (as defined by the administrator). Log trail of data entry is maintained.
Only IT team after an approval of ED or the MD is allowed to make entry for back dates or for editing of data
already entered
The software has integrated module to maintain Accounts and Operations. The software is able to generate
correct ageing reports at any point of time. It allows for conducting a de dupe based on multiple parameters and
for tagging of loans to different funders.
Servers are maintained at the Hyderabad and Vijayawada where automatic back of data is taken for every night.
No other data backup mechanism.
OUTSTANDING LITIGATION
There is no outstanding litigation pending against the Issuer which may have any material adverse effect on its
business prospects or financial condition.
(b) Corporate Structure
30
3.5 Key Operational and Financial Parameters of Standalone Financials for the last 3 Audited years
(Rs. In Crores)
Provisional Audited Audited Audited Audited
Parameters IND AS IND AS IND AS IGAAP IGAAP

31-Mar- 31-Mar-
30-Jun-20 31-Mar-20 31-Mar-19
19 18
Net worth 305.94 297.61 269.73 269.89 224.26
Total Debt 1090.42 *1055.76 *896.50 781.1 548.77
- Non current maturities of long-term Borrowings 483.86 483.57 407.69 253.59 158
- Short term borrowings 170.63 212.42 168.85 168.85 110.43
- Current maturities of long-term Borrowings 435.94 359.76 319.96 191.05 133.33
Net Fixed Assets 4.90 5.21 5.27 4.36 4.07
Non-Current Assets 863.24 847.42 708.24 668.93 506.03
Cash and Cash equivalents 42.93 24.86 13.73 37.65 78.41
Current investments - - - - -
Current Assets 564.69 537.96 509.54 443.41 328.87
Current liabilities 626.15 599.85 535.53 505.33 312.94
Assets Under Management 1350.86 1311.43 1234.93 1234.93 1031.31
Off balance sheet assets 37.13 192.98 248.21 248.21 304.27
Interest income 53.30 205.69 155.05 174.04 133.61
Interest Expense 29.32 110.95 82.11 81.95 70.78
Provisioning & write Offs 2.11 16.35 11.17 6.19 3.87
PAT 8.28 27.70 18.17 35.48 19.15
Gross NPA (%) 2.26% 2.77% 4.02% 4.19% 5.17%
Net NPA (%) 1.48% 1.97% 2.92% 3.43% 4.40%
Tier I Capital Adequacy Ratio (%) 21.10% 19.54% 19.32% 19.25% 27.90%
31
Tier II Capital Adequacy Ratio (%) 1.58% 1.65% 1.55% 1.55% 4.45%
* Total Debt includes securitization outstanding due to investors
Key Operational and Financial Parameters of Consolidated Financials for FY 2019
Audited
Parameters IGAAP
31-Mar-19
Net worth 270.36
Total Debt 866.04
- Non current maturities of long-term

410.92
Borrowings
- Short term borrowings 171.38
- Current maturities of long-term Borrowings 283.74
Net Fixed Assets 5.35
Non-Current Assets 863.24
Cash and Cash equivalents 41.53
Current investments -
Current Assets 564.69
Current liabilities 626.15
Assets Under Management 1356.97
Off balance sheet assets 248.21
Interest income 179.94
Interest Expense 77.21
Provisioning & write Offs 6.21
PAT 35.85
3.6 Gross Debt: Equity Ratio of the Company
Before the issue of debt securities 3.76
After the issue of debt securities 4.19
Calculations
Before the issue, debt-to-equity ratio is calculated as follows:
Debt 1150.42 Cr
Equity (Net worth) 305.94 Cr
Debt/Equity 3.76
32
Subsequent to the issue, debt-to-equity ratio shall be calculated as follows
Debt 1305.42 Cr
Equity 305.94 Cr
Debt/Equity 4.27
3.7 Project cost and means of financing, in case of funding of new projects: Nil
3.8 Any Change in Accounting policies in last 3 years
No change in the accounting policies,
Note:
These financial statements, for the year ended March 31, 2020, are the first annual financial statements the
Company has prepared in accordance with Ind AS. For years up to and including the year ended March 31, 2019, the
Company prepared its financial statements in accordance with Accounting Standards notified under section 133 of
the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and guidelines
issued by RBI (Indian GAAP or Previous GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for years
ending on March 31, 2020, together with the comparative year data as at and for the year ended March 31, 2019,
as described in the summary of significant accounting policies. In preparing these financial statements, the
Company's opening balance sheet was prepared as at April 1, 2018, the Company's date of transition to Ind AS.
This note explains the principal adjustments made by the Company in restating its Indian GAAP financial
statements, including the balance sheet as at April 1, 2018 and the financial statements as at and for the year
ended March 31, 2019
3.9 Related Party Transactions for last three financial years

Rs. In Crores
31-Mar- 31-Mar- 31-Mar-

Name of Related Party Nature of Transactions
20 19 18
Key management personnel
Rent paid - - -
Director's remuneration - - -
Director Commission Payable - - 0.3566
Mr. V G K Prasad Rent deposit given 0.50 0.50 0.50
Share Capital (INR 10/- Paid up) 14.73 15.87 15.87
Partly paid up shares (Rs 5.40 Paid Up) 0.95 1.89 1.89
Premium on partly paid up shares 5.92 11.85 11.85
Purchase of IKF Home Finance Limited Shares - - -
Rent paid - - -
Mrs. V Indira Devi Rent deposit given 0.39 0.39 0.39
Partly paid up shares (Rs 5.40 Paid Up) 0.09 0.17 0.17
Premium Received on Allotment of Partly Paid up Shares 0.54 1.09 1.09
Mrs.K.Vasumathi Devi 1st Call Money Received Against Allotment of Partly Paid 0.14 0.28 0.28
33
up Shares
Salary Paid - - -
Mr.P.Chandra Sekhar
Staff Loan 0.14 0.83 0.27
ESOP Compensation - - 0.01
Mr.Sreepal Gulabchand Jain Salary Paid - - -
Salary Paid - - -
Mr.Ch.Sreenivasa Rao
Staff Loan - 0.03 -
ESOP Compensation - - 0.01
Relatives of key management personnel
Salary Paid - - -
1st Call Money Received Against Allotment of Partly Paid
Mrs. D Vasantha Lakshmi 0.13 0.26 0.26
up Shares
1st Call Money Received Against Allotment of Partly Paid
Mr. V Raghu Ram 0.09 0.19 0.19
up Shares
Mr. Sinha Satyanand
Chunduri
Mrs. Durga Rani Chunduri Share Capital (INR 10/- Paid up) 1.49 1.49 1.49
Key management personnel compensation
Particulars 31-Mar-20 31-Mar-19 31-Mar-18

Short-term employee benefits 2.77 1.61 1.64
Post-employment benefits# - - -
Long-term employee benefits - - -
Termination benefits - - -
Employee-share based payment 0.01 0.00 0.00
Total compensation 2.79 1.61 1.64
#As the provision for gratuity is made for the Company as a whole, the amount pertaining to the Key Management
Personnel is not specifically identified and hence is not included above.
* The increased value is relating to purchase of shares/Debentures from the public
** The principle terms of Loans sanctioned to IKF Home Finance Ltd are (a) Interest @ 13.50% (b) tenor - 3-5 years
and © Security Cover - 1.1 times
3.10 Brief history of the company since its incorporation giving details of the following activities
a. Details of Share Capital as on June 30, 2020
34
Share Capital Amount in Rs.
Authorised
6,00,00,000 Equity shares of Rs.10 each 60,00,00,000
25,00,000 Preference shares of Rs.100 each 25,00,00,000
TOTAL 85,00,00,000
Issued, Subscribed and Fully Paid- up
4,74,79,379 equity shares of Rs.10 each, fully paid 47,47,93,790
51,791688 equity shares of Rs.10 each, partly paid Rs. 5.40 per share 2,79,70,315.20
TOTAL 50,27,64,105.20
b. Changes in its capital structure as on June 30, 2020, for the last five years:
Date (AGM / EGM) Existing Capital Revised Capital Remark
Equity Share Capital increased from Rs.

50,00,00,000 to Rs. 60,00,00,000 and
10/01/2018 50,00,00,000 85,00,00,000
Preference Share Capital increased to Rs.
25,00,00,000

06/05/2015 35,00,00,000 50,00,00,000
35,00,00,000 to Rs. 50,00,00,000

09/03/2013 100,00,00,000 35,00,00,000
100,00,00,000 to Rs. 35,00,00,000
3.11 Equity Share Capital History of the Company as on June 30, 2020, for the last five years:
Cumulative Paid Up Capital
Face Issue Natur

Date of Consi Equity Equity
No of Equity Value Price e of Remark
Allotme derat No of Share Share
Shares (in (in Allot s
nt ion Equity Capital Premium
Rs.) Rs.) ment
Shares (Rs. in (Rs. in
Cr.) Cr)
51,79,688
Partly paid up 10,15, Prefer
31.03.20 5,26,59, 50,27,64 91,17,56,2
shares of Rs 10 72.59 18,25 ential -
19 067 ,106 76
5.40 paid up 9 Issue
1st Call Money
22.01.20 15,64, Prefer 5,26,59, 48,87,78 82,42,23,1

12,22,278 10 128 -
19 51,58 ential 067 ,948 75
35
4 Issue
Prefer
18.01.20 9,35,4 5,14,36, 47,65,56 67,99,94,3
7,30,847 10 128 ential -
19 8,416 789 ,168 71
Issue
51,79,688 10,15, Prefer

17.01.20 5,07,05, 46,92,47 59,37,54,4
(Application 10 72.59 18,25 ential -
18 942 ,698 25
Money) 9 Issue
80,13,375 24,84,
06/05/2 Rights 4,55,26, 45,52,62 50,62,21,3
10 31 14,62 -
015 Issue 254 ,540 24
5
30,00,000 Prefer
30/09/2 3,90,0 3,21,00, 32,10,00 9,00,07,00
10 13 ential -
013 0,000 000 ,000 00
Issue
36,60,000 Prefer
18/03/2 4,84,9 2,91,00, 29,10,00 7,77,57,00
10 13.25 ential -
013 5,000 000 ,000 0
Issue
Prefer
16/08/2 8,90,5 254,40, 25,44,00 6,58,63,00
10 13 ential -
012 0,000 000 ,000 0
Issue
Prefer
21/03/2 8,26,8 1,85,90, 18,59,00 4,53,13,00
10 13 ential -
012 0,000 000 ,000 0
Issue
3.12 Details of any Acquisition or Amalgamation in the last 1 year:
Nil
c. Details of any Reorganization or Reconstruction in the last 1 year:
Nil
3.13 Details of the Shareholding of the Company as on the latest quarter end
a. Shareholding pattern of the Company as on June 30, 2020:

Sr. Name of the Total Number of Total (%) of Number of shares
No. Shareholder / Particulars equity shares Shareholding held in Demat
Form
1. Gopala Kishan Prasad Vupputuri 1,58,67,900 33.42% 1,53,40,130
2. India Business Excellence- 11a 1,30,51,546 27.49% 1,30,51,546
36
3. IL and FS Trust Co Ltd (Trustee of

Business Excellence Trust 11 - India 78,04,018 16.44% 78,04,018
Business Excellence Fund 11)
4. Koganti Vasumathi Devi 21,31,286 4.49% 21,31,286
5. Vupputuri Vasantha Lakshmi 20,06,117 4.23% 20,06,117
6. Durga Rani Chunduri 14,94,100 3.15% 14,94,100
7. Vupputuri Raghu Ram 14,49,700 3.05% 14,49,700
8. Vupputuri Indira Devi 13,26,902 2.79% 13,26,902
9. Amit Bhutra 3,05,684 0.64% 3,05,684
10. Vupputuri Venkata Rao 2,42,335 0.51% 2,42,335
11. Others 17,99,771 3.79% 17,35,783
Total Equity Shares 4,74,79,379 100% 4,68,36,456
Partly Paid Up shares (Rs.5.40 per share)
Sr. Name of the Total Number of Total ( % ) of Number of shares

Form
1. Gopala Kishan Prasad Vupputuri 35,05,821 67.68% Nil
2. Koganti Vasumathi Devi 5,15,980 9.97% Nil
3. Vupputuri Vasantha Lakshmi 4,85,677 9.38% Nil
4. Vupputuri Raghu Ram 3,50,940 6.77% Nil
5. Vupputuri Indira Devi 3,21,240 620% Nil
Total Equity Shares 51,79,688 100.00% Nil
Notes: Details of shares pledged or encumbered by the promoters (if any).
CLID Name Holding Status Pledged
Chunduri Sinha Foreign Promoters – Non-

'1203810000103587 117700 0.00
Satyanand Resident Indians
Foreign Promoters – Non-

'1203810000103591 Durga Rani Chunduri 1494100 0.00
Resident Indians
Vupputuri Gopala Promoters Resident

'IN30061010393705 2592442 1,276, 186.00
Kishan Prasad Indians
Promoters Resident
'IN30061010393713 Vupputuri Indira Devi 1326902 808,500.00
Indians
Koganti Vasumathi Promoters Resident

IN30102221500407 2131286 0.00
Devi Indians
37
Promoters Resident
IN30131321194147 Vupputuri Raghu Ram 1449700 1,418,700.00
Indians
Vupputuri Vasantha Promoters Resident

'IN30131321202401 2006117 779,800.00
Lakshmi Indians
Gopala Kishan Promoters Resident

IN30286310372175 12748288 0.00
Prasad Vupputuri Indians
b. List of top 10 holders of equity shares of the Company as on the latest quarter end i.e. as on June 30, 2020:
Sr. Name of the Total Number of Total (%) of Number of shares

Form
1. Gopala Kishan Prasad Vupputuri 1,58,67,900 33.42% 1,53,40,130
2. India Business Excellence- 11a 1,30,51,546 27.49% 1,30,51,546
3. IL and FS Trust Co Ltd (Trustee of

Business Excellence Trust 11 - India 78,04,018 16.44% 78,04,018
Business Excellence Fund 11)
4. Koganti Vasumathi Devi 21,31,286 4.49% 21,31,286
5. Vupputuri Vasantha Lakshmi 20,06,117 4.23% 20,06,117
6. Durga Rani Chunduri 14,94,100 3.15% 14,94,100
7. Vupputuri Raghu Ram 14,49,700 3.05% 14,49,700
8. Vupputuri Indira Devi 13,26,902 2.79% 13,26,902
9. Amit Bhutra 3,05,684 0.64% 3,05,684
10. Vupputuri Venkata Rao 2,42,335 0.51% 2,42,335
11. Others 17,99,771 3.79% 17,35,783
Total Equity Shares 4,74,79,379 100% 4,68,36,456
3.14 Following details regarding the directors of the company:
a. Details of the Current Directors of the Company
Director of
Name of the the
Age Address DIN Director in other company
Directors company
since
 Kurlon Enterprise Limited

2001, Sumer Trinity  G R Infraprojects Limited
Tower, A Wing, Dainik  Shubham Housing
Vishal Tulsyan
Samna Marg, 00139754 15-03-2019 Development Finance
45 Prabhadevi, Mumbai Company Limited
(Nominee Director) 400025  Mope Investment
Advisors Private Limited
 Motilal Oswal Real Estate
38
Director of
Name of the the
Directors company
since
Investment Advisors Ii
Private Limited
 N. Ranga Rao & Sons
Private Limited
 Motilal Oswal Real Estate
Investment Advisors
Private Limited
 Sahsarathi Collective
Foundation
 Moksh Realty Advisors
LLP
 India Realty Excellence
Fund II LLP
 Ganpati Realinvest LLP
D.No.59-A-11-3/5, Plot  S.V.R. Finance And

Sunkara
No.48, 3Rd Cross Road Leasing Pvt Ltd
Veerabhadrarao 74 01180981 30-12-2005
K P Nagar, Vijayawada,  Brn tech Private Limited
Krishna 520008  Grand Project LLP
(Director)
59A-16-4/8 Iii Rd Road  IKF Infratech Private

Gopala Kishan Plot No 77 3Rd Cross Limited
Prasad Vupputuri Road Near Sai Baba  IKF Home Finance
73 Temple R.T.C. Colony 01817992 30-05-1991 Limited
Viyaya Wada Urban  GCG Technologies (India)
Managing Polytechnic Krishna Private Limited
Director) 520008
Villa 18 Aditya Fort

Vasumathi Devi
Veiw Puppalaguda  IKF Home Finance
Koganti
Pratibha High School 03161150 31-10-2006 Limited
45
Manikonda Puppalguda
Puppalg Uda K V Ranga
(Wholetime
Reddy 500089
Director)
Indira Devi
Vupputuri 59A-16-4/8 New R.T.C.  IKF Infratech Private
60 Colony Patamata 03161174 30-05-1991 Limited
Vijayawada 520008
(Wholetime
Director)
8-3 -318/11/32,33,34  Hormigon Engineering

Satyanarayana Fno. 501, Jai Prakash And Infra Private Limited
Prasad Kanaparti 69 Nagar Vishnu Nivas 03598603 19-09-2011
Ameerpet Hyderabad
(Director) 500016
44 Plot No 24 Aditya Fort  IKF Home Finance

Vasantha Lakshmi Veiw Villas Shivalayam 03610979 21-10-2015 Limited
39
Director of
Name of the the
Directors company
since
Vupputuri Road Near Prathibaha  Dreamforce Mediaworks

High School Manikonda Private Limited
(Alternate Director) P Uppalguda K V Ranga
Reddy 500089
40-1-144, Corporate
Satyanand Sinha Centre Mg Road N.A.
Chunduri 75 Viajayawada 520010 03644504 10-02-1993
(Director)
*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default
list, if any. – None of the Directors of the Company are appearing on the RBI/ECGC defaulters list.
b. Details of change in directors since last three years:
Director of the
Date of Company since Remarks
Appointment/ (in case of
Name Designation DIN Resignation resignation)
Vishal Kumar Gupta Nominee 02368313 07/12/2018 03/11/2015 Resigned

Director
Vishal Tulsyan Nominee
00139754 15/03/2019 - Appointment
Tulsyan Director
Alternate
Ch.V.Rama Rao 03161194 13.01.2017 21/10/2015 Resigned
Director
Vupputuri Vasantha
Alternate
Lakshmi 03610979 21/10/2015 - Appointment
Director
Vasantha Lakshmi
PSV.Prasada
Director 02204359 13.01.2017 19.09.2011 Resigned
Rao
Prasad J Athota Director 03618655 13.01.2017 10.02.1993 Resigned
Independent
N Harinadh 03161 131 15/03/2019 23.01.1992 Resigned
Director
3.15 Brief particulars of the management of the Company:
Board of Directors:
Sl. Name & Designation Experience
40
Sl. Name & Designation Experience
Veteran in Vehicle Finance business in the state of Andhra Pradesh with Three
decades of rich experience in the field of Finance and Management. Before
Shri.V.G.K.Prasad promoting M/s. IKF Finance Limited, he was associated with various Finance
1. firms as Managing Partner. He served as President of Krishna District Auto
(Managing Director) Financiers Association and also served as the Member of the Governing Council,
Vice President, Secretary General and President of Federation of Indian Hire
Purchase Associations (FIHPA), the apex body of Asset Financing NBFCs.
Smt.V.Indira Devi Associated with several automobile finance Firms as partner for the past 25
2.
(Whole Time Director) years and has gained in depth knowledge in the automobile finance business
BE (Electronics & Communications), MBA (Global Management) (USA) is

3. Smt. K Vasumathi Devi
having around a decade experience in IT and Telecommunications in USA and
(Executive Director)
has been associated with the Company for the last eight years.
Specialist in Diagnostic Gastro Entrology, engaged in medical Profession for
last 25 years in U.S.A., is an NRI Director of the Company. Besides medical
Dr. Sinha S. Chunduri profession, he is associated with several Medical Institutions as consultant and
4.
(N.R.I. Director) Director in U.S.A. He is also holds Directorship in M/s. Amara Raja Power
Systems (P) Limited, an associate concern of M/s. Amara Raja Batteries
Limited.
Over three decades of experience in the field of asset backed lending.
Shri. S Veerabhadra
5.
Rao (Director) Promoted M/s. SVR Finance & Leasing (P) Limited and has been acting as Managing
Director of the company since then.
6. Shri. K Satyanarayana B.E.,(Civil) MIGS, is having 27 years of enormous experience in the field of Civil
Prasad Engineering and Administration
VupputuriVasantha
Mrs. Vasantha Lakshmi has completed her B Pharmacy. She has over 10 year of
Lakshmi, Alternate
7. experience in fund management, investment banking, credit rating and corporate
Director to Sri Sinha S
development.
Chunduri
Vishal Tulsyan
Nominee Director Mr.Vishal Tulsyan, a Chartered Accountant is having around 2 decades of
8. experience, working closely with mid market companies and highly experienced in
fund management corporate finance and structured credit.
1.
Details of Key Managerial Personnel of the Company
Sl. Name & Designation Associated with Experience

the Issuer since
Sreepal Gulabchand A Chartered Accountant with 10 years of experience

1 31.10.2019
Jain, CFO with reputed entities like IL&FS, KPMG
Sreenivasa Rao An associate member of Institute of Company

Chapalamadugu Secretaries of India and qualified cost and management
accountant with 20 years of experience with reputed
2 16.06.2016
entities like Natco Pharma Limited, Krebs Bio
Chemicals Limited, Coastal Bank, Bhubaneshwar Power
Company Secretary Private Limited
41
3.16 Following details regarding the auditors of the Company:
a. Details of the auditor of the Company:
Name Address Auditor since
Appointed on 30/09/2015
12th Floor, The Ruby,29 Senapati Bapat
M/S.S.R. Batliboi & Co. LLP. for the FY 2015-16 to FY
Marg, Dadar (West), Mumbai – 400028
2019-20
b. Details of change in auditor since last three years: Nil
c. Auditors Qualifications:
For the year 2014-15
Auditors’ reservations or qualifications or adverse remarks: - NIL
Auditors’ reservations or qualifications or adverse remarks:
S No Auditors Qualification on Internal Board Response to the Qualifications

Financial Controls
The following material weakness has been

identified in the operating effectiveness of
the Company’s internal financial controls
over financial reporting as at 31st March,
2017
A The Company’s internal financial controls The management has taken all reasonable steps in
over procurements of fixed assets were not procurement of fixed assets and there was no
operating effectively which could under/over valuation of fixed assets of the
potentially result in under/over valuation Company and as such there was no impact on the
of fixed assets and related depreciation cost financials of the Company
b The Company’s internal financial controls The management has taken all reasonable steps in
over hiring of new employees were not hiring of new employees and there was no
operating effectively which could under/over valuation of fixed assets of the
potentially results in under /over valuation Company and as such there was no impact on the
of employee cost financials of the Company.
42
C The Company’s internal financial controls The management has taken all reasonable steps in
over creation of unique customer were not proper accounting in provisions/write offs and
operating effectively which could there was no under /over valuation of provisions
potentially cover results in under /over written off during the year and as such there was
valuation of provisions written off no impact on the financials of the Company.
D The Company’s internal financial controls The management has taken all reasonable steps
over segregation of duties and recording of over segregation of duties and recording of journal
journal entries were not operating entries and as such there was no impact on
effectively which could potentially affect internal control environment of the Company.
the internal control environment of the
Company
S No Auditors Qualification on Internal Board Response to the Qualifications

Financial Controls
The following material weakness has

been identified in the operating
effectiveness of the Company’s internal
financial controls over financial reporting
as at 31st March, 2018
A The Company’s internal financial controls The management has taken all reasonable steps
over procurements of fixed assets were in procurement of fixed assets and there was no
not operating effectively which could under/over valuation of fixed assets of the
potentially result in under/over valuation Company and as such there was no impact on the
of fixed assets and related depreciation financials of the Company
cost
Auditors Qualification Board Response to the Qualifications
The Company has not appointed CFO as The management had been in the process of
required under Section 203 of the Companies identification of suitable person to be appointed
Act, 2013. as CFO of the Company and has taken all
reasonable steps in this regard. The Company has
appointed CFO on 10.04.2019.
43
3.17 Details of borrowings of the company, as on the latest quarter end:
a. Details of Secured Loan Facilities as on June 30, 2020

Amount Principa Repayment
Type of
Lenders Name Sanctione l Amt Date / Primary Security
Facility
d O/s Schedule
Working Hypothecated
Central State bank of India 95 66.66 NA
Capital Receivables
Indian Overseas Bank 52 37.43 NA
Capital Receivables
IDBI Bank Limited 30 22.96 NA
Capital Receivables
Andhra Bank 77 12.76 NA
Capital Receivables
Punjab National Bank 18.2 12.82 NA
Capital Receivables
Federal Bank Limited 15 13.95 NA
Capital Receivables
Hypothecated
HDFC Bank Limited IV Term Loans 25 11.18 07-Jan-22
Receivables
Hypothecated
State State bank of India Term Loans 115 109.25 31-Mar-25
Receivables
Hypothecated
Equitas Small Bank Limited Term Loans 25 2.38 05-Jul-20
Receivables
Hypothecated
Au Small Bank Limited Term Loans 50 19.66 05-Sep-21
Receivables
Hypothecated
Lakshmi Vilas Bank Limited Term Loans 15 8.50 30-Sep-22
Receivables
Hypothecated
Andhra Bank TL-2 Term Loans 25 16.24 01-Dec-23
Receivables
Hypothecated
RBL Bank Term Loans 15 3.97 21-Mar-21
Receivables
Hypothecated
Union State bank of India Term Loans 50 16.39 30-Jun-23
Receivables
Hypothecated
State bank of India II Term Loans 50 35.00 20-Dec-23
Receivables
Hypothecated
Yes Bank Term Loans 25 9.72 06-Jun-21
Receivables
Hypothecated
Ujjivan Small Finance Bank Term Loans 25 15.00 30-Sep-21
Receivables
Hypothecated
Woori Bank Term Loans 35 24.31 25-Jul-22
Receivables
Hypothecated
Induslnd Bank Term Loans 10 8.55 04-Sep-22
Receivables
Hypothecated
Au Small Bank Limited – Il Term Loans 15 11.25 18-Sep-22
Receivables
Hypothecated
Union State bank of India -II (PSL) Term Loans 50 42.18 30-Sep-24
Receivables
Hypothecated
Union State bank of India –II (NPSL) Term Loans 25 20.94 30-Sep-24
Receivables
Hypothecated
HDFC Bank Limited-V Term Loans 35 32.52 07-Feb-24
Receivables
Hypothecated
Utkarsh Small Finance Bank Term Loans 15 13.85 04-Jun-23
Receivables
Hypothecated
SIDBI Term Loans 75 75.00 10-Apr-21
Receivables
Hypothecated
Sundaram Finance Limited-6 Term Loans 15 1.43 22-Sep-20
Receivables
Hypothecated
Volkswagen Finance Pvt Ltd Term Loans 20 15.45 01-Jan-24
Receivables
44
Hypothecated
Sundaram Finance Limited -7 Term Loans 15 10.56 10-Mar-22
Receivables
Hypothecated
Hinduja Finance P Limited-4 Term Loans 40 25.02 27-Mar-22
Receivables
Hypothecated
Manappuram Finance Limited Term Loans 30 22.08 31-Mar-23
Receivables
Hypothecated
Nabkisan Finance Limited Term Loans 20 20.00 01-Feb-23
Receivables
Maanaveeya Development & Hypothecated
Term Loans 15 14.55 30-Dec-22
Finance Pvt Ltd Receivables
Hypothecated
Hinduja Finance P) Limited-5 Term Loans 14.5 12.43 02-Dec-22
Receivables
Hypothecated
Secured NCDs – Individuals NCDs 6 6.00 21-Apr-21
Receivables
Hypothecated
Secured NCDs - Bank of India NCDs 50 50.00 19-Jun-23
Receivables
Hypothecated
HDFC Bank – 2 Other Loans 0.53 0.21 05-Oct-22
Receivables
Hypothecated
HDFC Bank – 4 Car Loans 0.21 0.13 05-Mar-23
Receivables
TOTAL 1193.44 820.33
b. Details of Unsecured Loan Facilities as on 30 June, 2020
Type of Amount Principal Amount Repayment

Lender’s Name
Facility Sanctioned O/s Date/Schedule
Unsecured NCDs - Reliance Mutual

NCDs 25 9.5 10-Nov-21
Fund
Unsecured NCDs - Reliance Mutual
NCDs 25 9.38 29-Mar-21
Fund
Unsecured NCDs - Unifi AIF 2 NCDs 18 10.5 19-Mar-22
Unsecured NCDs - Unifi AIF 2 NCDs 15 12.5 30-Jan-23
IFMR Capital Finance Limited NCDs 30 30 03-Oct-22
Bank of Maharashtra Term Loan 15 15 21-Sep-22
IFMR Capital Finance Limited NCDs 20 20 02-Sep-25
TOTAL 148 106.88
c. Details of Non-Convertible Debentures as of June 30, 2020
Secured
Debentur Amo Date of Redempti Credit /
Tenor Coupon Security
e Series unt Allotment on Date Rating Unsecur
ed
11.50% 11-May-2016
Monthly
Physical
60 & 11-May- CARE Hypothecation of
Debenture 6 Secured
months 11.75% 2021 A- Receivables
s
Cumulat
ive
45
Secured
Debentur Amo Date of Redempti Credit /
Tenor Coupon Security
e Series unt Allotment on Date Rating Unsecur
ed
INE859C0 72 03-Oct-2016 03-Oct- Unsecure

13.99% 30 BWR A N.A.
8012 months 2022 d
NIFTY CARE
INE859C0 42 11-Nov- Unsecure
50 Index 25 11-May-2017 A- N.A.
8020 months 2020 d
Linked /Stable
CARE
INE859C0 24 29-Mar- Unsecure
12.50% 25 29-Mar-2019 A/Stabl N.A.
8038 months 2021 d
e
CARE
INE859C0 36 12.158 25-Jun- Unsecure
18 25-Jun-2019 A/Stabl N.A.
8046 months % 2022 d
e
INE859C0 36 12.068 30-Jan- Unsecure

15 30-Jan-2020 BWR A N.A.
8053 months % 2023 d
INE859C0 66 02-Sep- Unsecure

14% 20 02-Mar-2020 BWR A N.A.
8061 months 2025 d
36 CARE
INE859C0 Hypothecation of
month 10.25% 50 19-Jun-2020 19-Jun-2023 A/Stabl Secured
7055 Receivables
s e
d. List of Top 10 Debenture Holders as on June 30, 2020
(Rs. in Crores)
Sr. No. Debenture Holder Amount outstanding
1 Northern Arc Capital Limited 50.00
3 Reliance Mutual Fund 25.00
5 Unifi AIF 12.50
6 Unifi AIF 10.50
7 Reliance Mutual Fund 9.50
8 Aruna Kumari Nimmagadda 0.72
9 IKF Infratech Private Limited 0.58
10 Srinivas Tummala 0.35
e. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the
subsidiary, JV entity, Group Company, etc.) on behalf of whom it has been issued. – - NIL
46
f. Details of Commercial Paper: The total Face Value of Commercial Papers Outstanding as on the latest quarter end to
be provided and its breakup in following table: NIL
ISIN Quantity MV of CP (INR) Rating DP Name Allotment date Maturity Amount

date Outstanding
- - - - - - - -
g. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /
Preference Shares) as on March 31, 2020: NIL
Instrument Type of Amount Principal Repayment Credit Secured Security

Name Facility Sanctioned Amount Date/Schedule Rating
Outstanding /Unsecured
h. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities
and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years: NIL
i. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration
other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option – NIL
3.18 Details of default, if any, including therein the amount involved, duration of default and present status, in
repayment of:
- Statutory dues: - Nil

- Debentures and interest thereon; NIL
- deposits and interest thereon; NIL
- loan from any bank or financial institution and interest thereon. NIL
3.19 Disclosures with regard To Litigations
A. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a
statutory authority against any promoter of the offeree company during the last three years immediately preceding
the year of the circulation of the Shelf Disclosure Document and any direction issued by such Ministry or
Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed
- NIL
B. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any
previous company law in the last three years immediately preceding the year of circulation of Shelf Disclosure
Document in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether
pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of
the Shelf Disclosure Document and if so, section-wise details thereof for the company and all of its subsidiaries.
- NIL
C. 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.
47
- NIL
D. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer/ Issue
and the effect of such interest in so far as it is different from the interests of other persons
- NIL
3.20 Details of Promoters of the Company as on June 30,2020:
% of Shares
Total
sharehol No of pledged with
No. of
Total no of ding as Shares
shares in respect to
Name of shareholder equity shares on % of
demat form Pledged
total no
shares
of shares
owned
Vupputuri Gopala Kishan Prasad 1,58,67,900 1,53,41,030 33.42%
Vupputuri Indira Devi 13,26,902 13,26,902 2.79% 8,08,481 60.93%
Koganti Vasumathi Devi 21,31,286 21,31,286 4.49% Nil Nil
Vupputuri Raghu Ram 14,49,700 14,49,700 3.05% 14,18,700 97.86%
Vupputuri Vasantha Lakshmi 20,06,117 20,06,117 4.23% 7,79,778 38.87%
Durga Rani Chunduri 14,94,100 14,94,100 3.15% Nil Nil
Chunduri Sinha Satyanand 1,17,700 1,17,700 0.25% Nil Nil
3.21 Abridged version of Audited Financial Information (like Profit & Loss statement, Balance Sheet and Cash
Flow statement) for at least last three years and auditor qualifications, if any*.
Standalone Basis: From FY 2020 IND AS is applicable to IKF Finance Limited
Balance Sheet as per IND AS
Particulars Audited Audited

31-Mar-20 31-Mar-19
ASSETS
(1) Financial assets
(a) Cash and cash equivalents 24.86 13.73
(b) Bank Balance other than included in (a) above 37.75 36.32
(c) Receivables 0.00 0.00
(I) Trade receivables 0.24 1.35
(d) Loans 1,260.11 1,094.63
(e) Investments 45.25 45.25
(f) Other financial assets 3.41 12.26
1,371.61 1,203.54
48
(2) Non-financial assets

(a) Current Tax Assets (Net) 1.57 3.46
(b) Deferred Tax Assets (Net) 3.45 1.32
(c) Investment Property 0.07 0.07
(d) Property, Plant and Equipment 2.72 2.88
(e) Right of use asset 0.64 0.92
(f) Intangible assets 1.78 1.41
(g) Other non-financial assets 3.55 4.18
13.77 14.23
Total assets 1,385.38 1,217.78
LIABILITIES AND EQUITY

LIABILITIES
(1) Financial liabilities
(a) Payables
(i)Trade payables
(i) total outstanding dues of micro enterprises and
small enterprises - -
(II) total outstanding dues of creditors other than
micro enterprises and small enterprises - -

(ii) Other payables
small enterprises - -
(ii) total outstanding dues of creditors other than
micro enterprises and small enterprises - -

(b) Debt securities 61.10 126.09
(c) Borrowings (other than debt securities) 931.51 727.89
(d) Subordinated Liabilities 64.51 45.26
(e) Other financial liabilities 27.39 45.06
1,084.50 944.30
(2) Non-financial liabilities
(a) Current tax liabilities (Net) - 0.88
(b) Provisions 2.08 1.39
(c) Deferred tax liabilities (Net) - -
(d) Other non-financial liabilities 1.19 1.47
3.27 3.75
EQUITY
(a) Equity share capital 50.28 50.28
(b) Other equity 247.33 219.46
297.61 269.73
Total liabilities and equity 1,385.38 1,217.78
Profit & Loss

31-Mar-20 31-Mar-19
Revenue From operations
(i) Interest income 205.68 155.00
49
(ii) Fees and commission income 0.01 0.05

(I) Total revenue from operations 205.69 155.05
(II) Other income 0.19 0.27

(III) Total income (I + II) 205.88 155.32
Expenses
(i) Finance costs 115.52 84.88
(ii) Impairment on financial instruments 16.35 11.17
(iii) Employee benefits expenses 25.05 22.64
(iv) Depreciation, amortization and impairment 1.49 1.22
(v) Others expenses 9.54 10.86
(IV) Total expenses 167.95 130.77
(V) Profit before tax (III - IV) 37.94 24.55

(VI) Tax Expense:
(1) Current Tax 12.29 15.32
'(2) Deferred Tax -2.11 -9.54
'(3) Adjustment of tax relating to earlier periods 0.02 0.60
10.20 6.38
(VII) Profit for the period (V-VI) 27.73 18.17
(VIII) Other comprehensive income

(A) Items that will not be reclassified to profit or loss (specify items and amounts)
(a) Remeasurements of the defined benefit plans -0.05 0.01
Income tax relating to items that will not be reclassified to profit or loss 0.01 0.00
Other comprehensive income / (loss) -0.04 0.01
(IX) Total comprehensive income for the period (VII + VIII) 27.70 18.17
Cash Flow Statement

31-Mar-20 31-Mar-19
CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 37.94 24.55
Adjustments for:
Depreciation, amortization and impairment 1.49 1.22
Interest Income -205.68 -155.00
Interest expenses 115.52 84.88
Impairment on financial instrument 16.35 11.17
Lease equalization - -0.07
Share based payment expense 0.18 -
Provision for expenses 0.05 -
Employee benefit expenses 0.87 0.78
Rental income on Investment property -0.08 -0.08
Loss on sale of property, plant and equipment 0.03 0.13
Cash generated from / (used in) operations before working capital changes and -33.34 -32.41
adjustments for interest received and interest paid
Adjustments for changes in Working Capital :
Decrease / (Increase) in trade receivable 0.86 -0.05
Decrease / (Increase) in loans -141.50 -266.60
Decrease / (Increase) in bank balances other than cash and cash equivalents -1.43 19.46
Decrease / (Increase) in other financial assets 0.09 -0.09
Decrease / (Increase) in other non-financial assets 0.63 -0.38
(Decrease) / Increase in trade payables - -
50
(Decrease) / Increase in other financial liabilities -17.48 -4.53

(Decrease) / Increase in provisions -0.22 -0.06
(Decrease) / Increase in other non-financial liabilities -0.28 0.43
Interest received 197.22 169.52
Interest paid -101.30 -82.57
-96.75 -197.28
Income tax paid (net of refunds) -11.31 -15.32
NET CASH GENERATED FROM / (USED IN) OPERATING ACTIVITIES -108.05 -212.60
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment -0.56 -0.38
Rental income on Investment property 0.08 0.08
Proceeds from sale of property, plant and equipment 0.00 0.00
Purchase of intangible assets -0.73 -0.96
Purchase of investments measured at cost - -45.25
NET CASH GENERATED FROM / (USED IN) INVESTING ACTIVITIES -1.21 -46.51
CASH FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares (including securities premium) - 10.15
Amount received from debt securities 50.00 60.00
Repayment of debt securities -116.11 -103.84
Amount received from borrowings other than debt securities 393.07 442.87
Repayment of borrowings other than debt securities -226.07 -166.70
Amount received from subordinated Liabilities 20.00 0.00
Payment of principal portion of lease liabilities -0.41 -0.25
Payment of interest on lease liabilities -0.09 -0.07
NET CASH GENERATED FROM / (USED IN) FROM FINANCING ACTIVITIES 120.39 242.16
Net Increase / (Decrease) in Cash and Cash Equivalents 11.13 -16.95

Cash and Cash Equivalents at the beginning of Year 13.73 30.68
Cash and Cash Equivalents at the end of the Year 24.86 13.73
Balance Sheet as per IGAAP
Rs. In Crs
Audited Audited Audited

Particulars
31-Mar-19 31-Mar-18 31-Mar-17
EQUITY AND LIABILITIES
Shareholders' funds
(a) Share capital 50.28 66.46 45.53
(b) Reserves and surplus 219.61 157.80 124.43
269.89 224.26 169.95
Non-current liabilities
(a) Long term borrowings 355.85 290.00 273.32
(b) Other Long term Liabilities 4.05 3.94 2.23
51

Particulars
31-Mar-19 31-Mar-18 31-Mar-17
(c) Provisions 10.84 7.97 6.35
370.74 301.91 281.89
Current liabilities
(a) Short Term borrowings 168.85 110.43 199.89
(c) Other current liabilities 304.11 200.38 146.23
(d) Provisions 3.10 1.98 1.11
476.06 312.80 347.22
TOTAL 1116.69 838.98 799.07
ASSETS
Non- current assets
(a) Fixed assets
(i) Tangible assets 2.95 3.36 3.52
(ii) Intangible assets 1.41 0.71 0.25
(b) Non-Current Investments 45.25 0.00 0.00
(c) Deferred tax assets(net) 1.26 1.00 0.39
(d) Long term loans and advances 609.35 496.18 403.67
(e) Other Non-Current Assets 13.07 8.85 13.79
673.29 510.10 421.62
Current assets
(a) Cash and Bank Balances 37.65 78.41 69.80
(b) Trade recievables 1.35 1.06 2.04
(c) Short term loans and advances 384.50 233.69 293.78
(d) Other Current Assets 19.90 15.72 11.82
443.41 328.87 377.44
TOTAL 1116.69 838.98 799.07
Profit & Loss
52

Particulars
31-Mar-19 31-Mar-18 31-Mar-17
Revenue from Operations 176.86 135.70 125.83
Less: Interest Expenses 81.95 70.90 70.62
Net Interest Income 94.91 64.80 55.21
Other Income 0.11 0.09 0.09
Total Income 95.01 64.89 55.30
Operating Expenses 36.77 30.95 25.03
Provisions & Write Offs 6.19 3.87 3.67
Operating Profit 52.05 30.08 26.61
Depreciation 0.92 0.73 0.92
Profit Before Tax 51.14 29.35 25.69
Provisions for tax 15.66 10.19 8.83
Profit After Tax 35.48 19.15 16.86
Cash Flow Statement
Particulars Audited Audited Audited
31-Mar-19 31-Mar-18 31-Mar-17

A)CASH FLOW FROM OPERATING ACTIVITIES
Net Profit 51.14 29.35 25.69
Adjustments For:
Depreciation 0.92 0.73 0.92
Provision against Non - Performing assets 1.89 1.35 2.63
Contingent Provision on Standard Assets 1.19 0.13 -0.74
Loans written off 2.86 2.39 1.77
Amortization of ancillary borrowing costs 2.40 2.30 2.43
Provisions for employee benefits 0.71 0.18 0.21
Provision for contingencies 0.25 0.00 0.00
(Profit)/loss on sale of Assets 0.13 0.00 0.00
Operating Profit Before Working Capital Changes 61.48 36.42 32.91
Add:
(Increase) Decrease in Trade Receivables -0.30 0.98 -1.32
53
31-Mar-19 31-Mar-18 31-Mar-17

(Increase) Decrease in Loans and Advances -267.44 -34.82 -38.81
(Increase) Decrease in Other Current Assets -4.19 -3.89 -1.88
(Increase) Decrease in Other Non Current Assets -2.32 -1.00 -2.16
Increase (Decrease) in Other Current Liabilities -5.16 0.00 9.31
Increase (Decrease) in Trade Payables 0.00 30.64 0.00
Increase (Decrease) in Margin Money Deposit 19.51 -26.35 -4.98
Direct Taxes Paid 14.43 -9.95 -9.74
Net Cash from Operating Activities (A) -212.84 -7.98 -16.68
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets -1.34 -1.02 -0.56
Sale of Fixed Assets 0.00 0.00 0.00
Investments in Subsidiaries -45.25 0.00 0.00
Net Cash from Investing Activities (B) -46.59 -1.02 -0.56
C) CASH FLOW FROM FINANCING ACTIVITIES
Increase (Decrease) in Issuance of partly paid up 10.15 10.15 0.00
Increase (Decrease) in Preference shares 0.00 25.00 0.00
Increase (Decrease) in Long term Borrowings 173.91 41.92 54.48
Increase (Decrease) in Short Term Borrowings 58.42 -89.45 -27.86
Net Cash from Financing Activities (C) 242.48 -12.38 26.62
Net Increase in Cash and Cash Equivalents (A) + (B) +

-16.95 -21.38 9.38
(C)
Cash and Cash Equivalents at the Beginning of the

30.58 51.97 42.59
Year
Cash and Cash Equivalents at the End of the Year 13.64 30.58 51.97
Components of Cash and Cash Equivalents at the end

of the Year
Cash on Hand 1.93 1.62 50.33
54
31-Mar-19 31-Mar-18 31-Mar-17

Cash with Scheduled Banks 11.70 28.96 1.64
Cash and Cash Equivalents 13.64 30.58 51.97
Consolidated Basis
Consolidated Balance Sheet as on March 31, 2019
Audited
Particulars
31-Mar-19
Equity and liabilities
Shareholders’ funds
Share capital 50.28
Reserves and surplus 220.08
270.36
Minority Interest 1.87
Non-current liabilities
Long-term borrowings 410.92
Deferred tax liabilities 0.01
Other long-term liabilities 4.05
Long-term provisions 11.55
426.52
Current liabilities
Short-term borrowings 171.38
Other short-term liabilities 333.01
Short-term provisions 3.07
507.46
TOTAL 1,206.21
Assets
Non-current assets
Fixed assets
Property, plant & equipment 3.56
Intangible assets 1.79
Deferred tax assets 1.26
Goodwill 5.38
Long-term loans and advances 729.81
Other non-current assets 13.07
754.87
Current assets
Trade receivables 1.36
Cash and bank balances 41.53
Short-term loans and advances 387.16
Other Assets 21.28
451.33
TOTAL 1,206.21
55
Profit & Loss Statement
(Rs. In Crores)
Audited
Particulars
31-Mar-19
Revenue
Revenue from operations 179.94
Other income 0.22
Total revenue (I) 180.16
Expenses
Employee benefit expenses 23.93
Finance costs 82.68
Other expenses 14.62
Depreciation and amortization expenses 0.97
Provisions and write-offs 6.21
Total expenses (II) 128.41
Profit before tax (III)=(I)-(II) 51.75
Tax expenses
Current tax 15.49
Deferred tax (0.25)
Adjustment of tax relating to earlier periods 0.60
Total tax expense (IV) 15.84
Profit after tax before share of profit attributable to minority Interest (III)-(IV) 35.91
Share of profit attributable to minority interest 0.06
Profit for the year attributable to shareholders of the Company 35.85
Cash Flow Statements
(Rs. In Crores)
Audited
Particulars
31-Mar-19
Cash flow from operating activities
Profit before tax 51.75
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortization 0.97
Loss on sale of fixed assets and write off 0.13
Provision for employee benefits 0.78
Amortization of ancillary borrowing costs 2.40
Preliminary Expenses Written off 0.02
Provision for bad and doubtful assets 2.90

Contingent provision against standard assets 1.16
Provision for non-performing assets 1.90
Provision for contingencies 0.25
Operating profit before working capital changes 62.26
Movements in working capital :

Decrease in other current and non-current liabilities (2.56)
(Increase) in trade receivables (0.29)
(Increase) in loans and advances (330.51)
(Increase) in other non-current assets (1.80)
56
(Increase) in other current assets (5.14)

Decrease in Margin money deposit (net) 19.51
Cash generated from / (used in) operations (258.53)
Direct taxes paid (net of refunds) (15.33)

Net cash flow from / (used in) operating activities (A) (273.86)
Cash flows from investing activities

Purchase of fixed assets (1.53)
Acquisition of Subsidary (36.75)
Sale of fixed assets 0.00
Net cash flow from / (used in) investing activities (B) (38.28)
Cash flows from financing activities

Proceeds from issuance of Partly Paid up Equity Shares 11.90
Long-term borrowings (net) 233.27
Short-term borrowings (net) 44.90
Net cash flow from / (used in) financing activities (C) 0.00
Net increase / (decrease) in cash and cash equivalents (A + B + C) (22.07)
Cash and cash equivalents at the beginning of the year 39.58

Cash and cash equivalents at the end of the year 17.51
Components of cash and cash equivalents 31-Mar-19
Cash and cash equivalents at the end of the year
Cash on hand 1.96
Balances with banks in current accounts 15.56
Cash and cash equivalents at the end of the year (refer note 16) 17.51
3.22 Abridged version of Latest Audited / Limited Review Half Yearly Financial Information (like Profit & Loss
statement, and Balance Sheet) and auditors’ qualifications, if any*.
Balance Sheet as per IND AS
Particulars Audited
31-Mar-20
ASSETS
(1) Financial assets
(a) Cash and cash equivalents 24.86
(b) Bank Balance other than included in (a) above 37.75
(c) Receivables 0.00
(I) Trade receivables 0.24
(d) Loans 1,260.11
(e) Investments 45.25
(f) Other financial assets 3.41
1,371.61
(2) Non-financial assets
(a) Current Tax Assets (Net) 1.57
57
(b) Deferred Tax Assets (Net) 3.45

(c) Investment Property 0.07
(d) Property, Plant and Equipment 2.72
(e) Right of use asset 0.64
(f) Intangible assets 1.78
(g) Other non-financial assets 3.55
13.77
Total assets 1,385.38
LIABILITIES AND EQUITY

LIABILITIES
(1) Financial liabilities
(a) Payables
(i)Trade payables
small enterprises -
(II) total outstanding dues of creditors other than
micro enterprises and small enterprises -

(ii) Other payables
small enterprises -
(ii) total outstanding dues of creditors other than
micro enterprises and small enterprises -

(b) Debt securities 61.10
(c) Borrowings (other than debt securities) 931.51
(d) Subordinated Liabilities 64.51
(e) Other financial liabilities 27.39
1,084.50
(2) Non-financial liabilities
(a) Current tax liabilities (Net) -
(b) Provisions 2.08
(c) Deferred tax liabilities (Net) -
(d) Other non-financial liabilities 1.19
3.27
EQUITY
(a) Equity share capital 50.28
(b) Other equity 247.33
297.61
Total liabilities and equity 1,385.38
Profit & Loss
Particulars Audited
31-Mar-20
Revenue From operations
(i) Interest income 205.68
(ii) Fees and commission income 0.01
(I) Total revenue from operations 205.69
(II) Other income 0.19
58
(III) Total income (I + II) 205.88
Expenses
(i) Finance costs 115.52
(ii) Impairment on financial instruments 16.35
(iii) Employee benefits expenses 25.05
(iv) Depreciation, amortization and impairment 1.49
(v) Others expenses 9.54
(IV) Total expenses 167.95
(V) Profit before tax (III - IV) 37.94

(VI) Tax Expense:
(1) Current Tax 12.29
'(2) Deferred Tax -2.11
'(3) Adjustment of tax relating to earlier periods 0.02
10.20
(VII) Profit for the period (V-VI) 27.73
(VIII) Other comprehensive income

(A) Items that will not be reclassified to profit or loss (specify items and amounts)
(a) Remeasurements of the defined benefit plans -0.05
Income tax relating to items that will not be reclassified to profit or loss 0.01
Other comprehensive income / (loss) -0.04
(IX) Total comprehensive income for the period (VII + VIII) 27.70
Cash Flow Statement
Particulars Audited
31-Mar-20
CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 37.94
Adjustments for:
Depreciation, amortization and impairment 1.49
Interest Income -205.68
Interest expenses 115.52
Impairment on financial instrument 16.35
Lease equalization -
Share based payment expense 0.18
Provision for expenses 0.05
Employee benefit expenses 0.87
Rental income on Investment property -0.08
Loss on sale of property, plant and equipment 0.03
Cash generated from / (used in) operations before working capital changes and -33.34
adjustments for interest received and interest paid
Adjustments for changes in Working Capital :
Decrease / (Increase) in trade receivable 0.86
Decrease / (Increase) in loans -141.50
Decrease / (Increase) in bank balances other than cash and cash equivalents -1.43
Decrease / (Increase) in other financial assets 0.09
Decrease / (Increase) in other non-financial assets 0.63
(Decrease) / Increase in trade payables -
(Decrease) / Increase in other financial liabilities -17.48
(Decrease) / Increase in provisions -0.22
(Decrease) / Increase in other non-financial liabilities -0.28
Interest received 197.22
59
Interest paid -101.30

-96.75
Income tax paid (net of refunds) -11.31
NET CASH GENERATED FROM / (USED IN) OPERATING ACTIVITIES -108.05
CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment -0.56
Rental income on Investment property 0.08
Proceeds from sale of property, plant and equipment 0.00
Purchase of intangible assets -0.73
Purchase of investments measured at cost -
NET CASH GENERATED FROM / (USED IN) INVESTING ACTIVITIES -1.21
CASH FROM FINANCING ACTIVITIES
Proceeds from issue of equity shares (including securities premium) -
Amount received from debt securities 50.00
Repayment of debt securities -116.11
Amount received from borrowings other than debt securities 393.07
Repayment of borrowings other than debt securities -226.07
Amount received from subordinated Liabilities 20.00
Payment of principal portion of lease liabilities -0.41
Payment of interest on lease liabilities -0.09
NET CASH GENERATED FROM / (USED IN) FROM FINANCING ACTIVITIES 120.39
Net Increase / (Decrease) in Cash and Cash Equivalents 11.13

Cash and Cash Equivalents at the beginning of Year 13.73
Cash and Cash Equivalents at the end of the Year 24.86
* The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as
mentioned in Simplified Listing Agreement issued by SEBI vide circular No.
SEBI/IMD/DEBENTURE/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing /
publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year,
submit a copy of the latest annual report to the Debenture trustee and the Debenture trustee shall be obliged to
share the details submitted under this clause with all 'Qualified Institutional Buyers' (QIBs) and other existing
Debenture-holders within two working days of their specific request.
3.23 Any material event/ development or change having implications on the financials/credit quality (e.g. any
material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material
liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s
decision to invest / continue to invest in the debt securities.
The Issuer hereby declares that there has been no material event, development or change having implications on
the financials/credit quality at the time of issue from the position as on the date of the last audited financial
statements of the Issuer, which may affect the Issue or the Investor’s decision to invest/ continue to invest in the
debt securities of the Issuer.
3.24 Name of the Debenture Trustee and Consent thereof
IDBI Trusteeship Services Limited has agreed to act as the trustees for and on behalf of the Debenture holder
vide their letter dated No. and have given their consent to the Company for their appointment as the trustee under
60
regulation 4 (4) of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended
from time to time and in all the subsequent periodical communications sent to the holders of debt securities.
The consent letter of the trustee has been provided in Annexure II.
3.25 Rating Rationale Adopted by the Rating Agencies
The Debentures are rated “CARE A”; outlook: Stable by CARE Ratings Limited. Instruments with this rating are
considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments
carry low credit risk
The rating letter has been provided in Annexure III of this Shelf Disclosure Document.
The Issuer /Investor reserves the right to obtain an additional credit rating at any time during the tenure of the
Debentures from any SEBI registered Credit Rating Agency for full or part of the issue size, as it may deem fit, which
shall be at least equivalent to the prevailing credit rating to the Issue.
Also the Issuer reserves the right to substitute the prevailing Credit Rating to the Issue, with a credit Rating which shall
be at least equivalent to the prevailing credit rating to the issue, by an alternative SEBI registered Credit Rating
Agency, for full or part of the issue size, subject to the prevailing relevant regulation/rules, etc.
3.26 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar
intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment
structure (procedure of invocation of guarantee and receipt of payment by the investor along with
timelines), the same shall be disclosed in the offer document. Nil
3.27 Names of all the recognized stock exchanges where the debt securities are proposed to be listed:
The Debentures are proposed to be listed on the WDM segment of the BSE.
In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment(s), the Company
will pay penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the deemed date of
allotment till the listing of such debt securities to the investor.
3.28 Other Details
a) Debenture Redemption Reserve Creation:
61
As per Section 71 of the 2013 Act, any company that intends to issue Debentures must create a Debenture
redemption reserve to which adequate amounts shall be credited out of the profits of the company until the
redemption of the Debentures. However, at present, under the Companies (Issuance of Share Capital and
Debentures) Rules, 2014, non-banking financial companies are exempt from this requirement in respect of
privately placed Debentures. Pursuant to this exemption, the Company does not intend to create any reserve funds
for the redemption of the Debentures.
b) Issue / Instrument specific regulations:
The Issue of Debentures shall be in conformity with the applicable provisions of the Companies Act, 2013 including
the notified rules thereunder, and the SEBI Debt Listing Regulations, the SEBI LODR Regulations whenever
applicable.
c) Application process
The application process for the Issue is as provided in Section 7 of this Shelf Disclosure Document.
3.29 Issue Details
As provided for in the relevant Term Sheet/ Issue Addendum.
3.30 A statement containing particulars of the dates of, and parties to all material contracts, agreements:
The contracts and documents referred to hereunder are material to the Issue, may be inspected at the Registered Office
of the Company between 10.00 am to 5.00 pm on working days.
Sl. Nature of Contract

1 Certified true copy of the Memorandum & Articles of Association of the Issuer.
Copy of the Board resolution dated January 07, 2020 authorizing the issue/offer of non-convertible
2 Debentures;
Copy of the Management Committee resolution dated 15.09.2020 authorizing the offer of non-convertible
3 Debentures and list of authorised signatories;
Certified true copy of the resolution passed by the Company at the Annual General Meeting held on
4 December 04, 2019 authorizing the Company to borrow, upon such terms as the Board may think fit,
upto an aggregate amount of Rs 4000 Crores;
Copy of application made to BSE for grant of in-principle approval for listing of
5 Debentures.
6 Letter from BSE conveying its in-principle approval for listing of Debentures
5 Copies of Annual Reports of the Company for the last three financial years
6 Credit rating letter from the Rating Agency
62
Sl. Nature of Contract

7 Letter from IDBI Trusteeship Services Limited giving its consent to act as Debenture Trustee
8 Consent Letter from Registrar to the Issue
8 Certified true copy of the certificate of incorporation of the Company

Certified true copy of the tripartite agreement between the Company, the Registrar & Transfer Agent and
9
NSDL/CDSL
3.31 Details of Debt Securities Sought to be Issued
Under the purview of the current document, the Issuer intends to raise an amount upto Rs. 50,00,00,000/- (Rupees
Fifty Crores only) by issue of Secured Rated Listed Redeemable Non-Convertible Debentures on a private placement
basis in one or more tranches.
Please refer to Annexure I to this Shelf Disclosure Document for further details on the Issue.
3.32 Issue Size
Secured Rated Listed Redeemable Non-Convertible Debentures Issue aggregating upto Rs. 10000,00,000/- (Rupees
Hundered Crores only)
3.33 Price at which the security is being offered
Each Debenture has face value of Rs. 10,00,000/- (Rupees Ten Lacs only) each.
3.34 Name and address of the valuer who performed valuation of the security offered
The security being in the nature of Debentures and being issued at par, are not required to be valued by a valuer.
3.35 Underwriting
The present Issue of Debentures is on private placement basis and has not been underwritten.
3.36 Contribution being made by the promoters or directors either as part of the offer or separately in
furtherance of such objects
This being an Issue of NCDs, promoters or director’s contribution is not required.
3.37 Authority for the Placement
63
This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at
its meeting held on January 07, 2020 which has approved the placement of Debentures upto Rs 1200 Crores and
shareholders resolution dated December 04, 2019 pursuant to section 42 of the Companies Act, 2013. The present
issue of Rs. 100,00,00,000/- (Rupees Hundered Crores Only) is within the general borrowing limits in terms of the
resolution passed under Section 180(1)(c) of the Companies Act, 2013, at the Annual General Meeting of the
shareholders of the Company held on December 04, 2019 giving their consent to the borrowing by the Directors of
the Company from time to time not exceeding Rs. 4000 Crores subject to any restrictions imposed by the terms of
the agreement entered into from time to time for grant of loans to the Company of all monies deemed by them to be
requisite or proper for the purpose of carrying on the business of the Company. The borrowings under these
Debentures will be within the prescribed limits as aforesaid.
3.38 Utilization of the Issue Proceeds
The Issuer shall utilize the moneys received towards subscription of the Debentures for on-lending purpose and
shall not be utilized for the deployment of funds on its own balance sheet and not to facilitate resource requests of
its group entities/parent company/associates.
The Issuer undertakes that proceeds of this Issue shall not be utilized for the following purposes as specified in the
RBI Master Circular No. DBR.BP.BC.No.5/21.04.172/2015-16 dated July 1, 2015 including inter alia:
1) Bills discounted / rediscounted by NBFCs, except for rediscounting of bills discounted by NBFCs arising out
of: Commercial vehicles (including light commercial vehicles) and two wheeler and three wheeler vehicles,
subject to the following conditions: The bills should have been drawn by the manufacturer on dealers only;
The bills should represent genuine sale transactions as may be ascertained from the chassis / engine number
and; Before rediscounting the bills, the bona fides and track record of NBFCs which have discounted the bills
would be verified.
2) Investments of NBFCs both of current and long-term nature, in any company / entity by way of shares,
Debentures, etc. However, Stock Broking Companies may be provided need-based credit against shares and
Debentures held by them as stock-in-trade.
3) Unsecured loans / inter-corporate deposits by NBFCs to / in any company.
4) All types of loans and advances by NBFCs to their subsidiaries, group companies / entities.
5) Finance to NBFCs for further lending to individuals for subscribing to Initial Public Offerings (IPO) and for
purchase of shares from secondary market
3.39 Principle Terms of Assets charged as Security
The outstanding Debentures amount together with interest, default interest, remuneration of the Trustee, charges,
fees, expenses and all other monies dues from the Company shall be secured by exclusive charge via deed of
hypothecation on the specific standard asset portfolio of receivables (“Company’s Receivables”) to be executed
between the Company and the Debenture Trustee as described herein.
The Issuer undertakes:
1. Company’s Receivables must be standard
2. Company’s Receivables are existing at the time of selection, and have not been terminated or prepaid
3. Company’s Receivables should not have been restructured or rescheduled
4. Company’s Receivables are free from all Encumbrances and are not subject to any lien or charge;
5. All loans hypothecated under the deed of hypothecation should comply with RBI norms and guidelines.
64
6. The Company’s Specific Receivables being charged must comply with all extant ‘know your customer’ norms
specified by RBI;
7. The Company’s Receivables generated from lending to Issuer’s associate/s & subsidiary/s and/or Related
Party shall not be considered for asset cover calculation for this issuance. No drawing power for shall be
provided for Company’s Specific Receivables generated from the lending to Issuer’s associate/s
/subsidiary/s/ Related Party.
The Company undertakes to maintain the Minimum-Security Cover on the outstanding NCD amount of the
Debentures along with interest thereon at all times during the tenure of the NCDs.
The Issuer shall maintain a Minimum-Security Cover of 1.33 times or such cover as specifically mentioned in the
respective Issue Addendum for each Series. In case of conflict between this Shelf Disclosure Document and the
Issue Addendum, the provisions as mentioned in the Issue Addendum for respective series shall prevail and
override the provisions mentioned elsewhere.
Non-Maintenance of minimum-security cover as mentioned above will attract 1% p.a. penalty over and above the
coupon rate as specified in the term sheet, for the period of non-maintenance of cover. However, in no case
reinstatement of such security cover shall exceed 60 days from the day such cover falls below the required cover.
The Company shall have option for providing additional /replacement of security at any time during the tenure of
the Debentures to ensure the Minimum-Security Cover as provided hereinabove in consultation with Debenture
Trustee.
The Issuer shall execute Debenture Trust Deed and Deed of Hypothecation within three months days from Issue
Closure Date. If the Issuer fails to execute the Debenture Trust Deed & Deed of Hypothecation, then the Issuer shall,
at the option of the Debenture Holders, either (i) return the subscription amount with the agreed rate of interest or
(ii) pay additional interest at the rate of 2% (Two Percent) per annum above the applicable Interest Rate on all
amounts outstanding under the NCDs (including the Outstanding Principal Amounts and any accrued interest) from
the Deemed Date of Allotment until such time the deed is executed and the conditions prescribed by Debenture
Holders (if any) have been complied with.
3.40 Minimum Subscription
As the current Issue of NCDs is being made on private placement basis, the requirement of minimum subscription
as described in the SEBI Guidelines shall not be applicable and therefore the Company shall not be liable to refund
the Issue subscription(s)/proceed(s) in the event of the total Issue collection falling short of Issue size or certain
percentage of Issue size.
3.41 Right to Re-purchase and Re-issue the Debenture
The Company, subject to the prevailing guidelines, rules/regulations of Reserve State bank of India, the Securities
and Exchange Board of India and other Authorities, shall have the option from time to time to repurchase a part or
all of the Debentures from the secondary markets or otherwise, on prior mutual consent(s) from the Debenture
holder(s), at any time prior to the date of maturity.
65
In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances
whatsoever, the Company shall have, and shall be deemed to have had, the power to reissue the Debenture either
by reissuing the same Debentures or by issuing other Debenture in their place.
Further the Company, in respect of such repurchased/redeemed Debenture shall have the power exercisable either
for a part or all of those Debenture, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on
such terms and conditions as it may deem fit and as permitted by law.
3.42 Status of Debentures
The Debentures shall rank pari-passu inter se and without any preference or priority among themselves. Subject to
any obligations preferred by mandatory provisions of the law prevailing from time to time, the Debentures shall
also, as regards the principal amount of the Debentures, interest and all other monies in respect of the Debentures,
rank pari-passu with all other present and future holders of Debentures issued by the Company in the same
category.
3.43 Disclosure Clause
In the event of default in the repayment of the principal and/or interest on the NCDs on the due dates, the
Debenture Trustee and /or the Stock Exchanges and/or the Reserve State bank of India and/or SEBI will have an
unqualified right to disclose or publish the name of the Issuer and its directors as defaulter in such manner and
through such medium as the Investors and/or the Reserve State bank of India in their absolute discretion may think
fit. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and
Conditions to be incorporated in the Debenture Trust Deed and Debenture Trustee Agreement.
3.44 Modification of Rights
The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with
the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount
of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture
holders, provided that nothing in such consent or resolution shall be operative against the Company where such
consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable
to the Company.
3.45 Force Majeure Event
In case of happening of any force majeure event not limited to earthquake, fire, flood or other casualty or due to
strikes, riot, storms, explosions, acts of God, war, terrorism, economic crisis, political crises, changes in
governmental regulation, hostilities, riots, or a similar occurrence the Debenture holder shall have right but not and
obligation to accelerate the NCDs
3.46 Conflict
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In case of any repugnancy, inconsistency or where there is a conflict between the conditions/covenants as are
stipulated in this document and any transaction document/s to be executed by the Company, the provisions
mentioned in the Debenture Trust Deed shall prevail and override the provisions mentioned elsewhere.
3.47 Interpretation
The terms and conditions mentioned in this shelf disclosure document are to be read and understood in
conjunction with the terms contained in the other transaction documents to be executed by the Company of this
Issue.
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SECTION 4: TRANSACTION DOCUMENTS AND KEY TERMS
4.1 Transaction Documents
The following documents shall be executed in relation to the Issue (“Transaction Documents”):
a. Debenture Trustee Agreement, which will confirm the appointment of IDBI Trusteeship Services Limited as the
Debenture Trustee (“Debenture Trustee Agreement”);
b. Debenture Trust Deed, which will set out the terms upon which the Debentures are being issued and (iii) shall
include the representations and warranties and the covenants to be provided by the Issuer and to secure its
obligations in respect of the Debentures (“Debenture Trust Deed”);
c. Deed of Hypothecation whereby the Issuer will create an exclusive charge by way of hypothecation over
Hypothecated Assets in favor of the Debenture Trustee to secure its obligations in respect of the Debentures
(“Deed of Hypothecation”);
d. Such other documents as agreed between the Issuer and the Debenture Trustee.
4.2 Representations and Warranties
1. Utilization of proceeds of the Debentures
The Company shall utilize the moneys received towards subscription of the Debentures for the Purpose and
procure and furnish to the Debenture Trustee a certificate from the Company's auditors in respect of the
utilization of funds raised by the issue of the Debentures;
2. Representations and Warranties
The Company makes the representations and warranties set out in this Clause to the Debenture Trustee for the
benefit of the Debenture Holders on the date of this Shelf Disclosure Document, which representations shall be
true and valid and deemed to be repeated on each date until the Final Settlement Date.
a. Status
i. It is a Company, duly incorporated, registered and validly existing under Applicable Law.
ii. The Company has the corporate power, authority and all material permit, approvals, authorizations,
licenses, registrations, and consents including registrations, to own and operate its assets and to carry
on its business in substantially the same manner as it is currently conducted.
iii. The Company is in compliance with applicable Law for the performance of its obligations with respect to
this Issue.
iv. The Company represents that all consents, and actions of, filings with and notices to any Governmental
Authority as may be required to be obtained by the Company in connection with the Issue has been
obtained and is in full force and effect.
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b. Binding obligations
The obligations expressed to be assumed by it under the Transaction Documents are legal, valid, binding and
enforceable obligations.
c. Non-conflict with other obligations
The entry into and performance by it of, the transactions contemplated by the Transaction Documents do not and
will not conflict with:
i. any Law or regulation applicable to it;

ii. its Constitutional Documents; or
iii. any agreement or instrument binding upon it or any of its Assets.
d. Power and authority
It has the power to issue the Debentures and enter into, perform and deliver, and has taken all necessary action
to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the
transactions contemplated by those Transaction Documents.
e. Validity and admissibility in evidence
All approvals, authorizations, consents, permits (third party, statutory or otherwise) required or desirable:
- to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction
Documents to which it is a party;
- to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of
incorporation; and
- for it to carry on its business, and which are material, have been obtained or effected and are in full force
and effect.
f. No default
No Event of Default has occurred and is continuing or would reasonably be expected to result from the execution
or performance of any Transaction Documents or the issuance of the Debentures. No other event or circumstance
is outstanding which constitutes (or which would, with the lapse of time, the giving of notice, the making of any
determination under the relevant document or any combination of the foregoing, constitute) a default or
termination event (however described) under any other agreement or instrument which is binding on the
Company or any of its Assets or which might have a Material Adverse Effect.
g. Pari-passu ranking
Its payment obligations under the Transaction Documents rank at least pari-passu with the claims of all of its
other senior secured creditors, except for obligations mandatorily preferred by Applicable Law applying to
companies generally.
h. No proceedings pending
Except as disclosed by the Company herein, annual reports and financial statements, no litigation, arbitration or
administrative proceedings of or before any court, arbitral body or agency which have been started or threatened
against the Company, where such proceedings could result in or cause a Material Adverse Effect. Details of
litigations and arbitrations as on the date of this letter are provided in Annexure IV.
i. No misleading information
(A) All information provided by the Company to the Debenture Trustee/Debenture Holders for the purposes
of this Issue is true and accurate in all material respects as at the date it was provided or as at the date (if
any) at which it is stated.
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(B) It has disclosed all information in this Shelf Disclosure Document that is relevant for the Applicants to
apply for subscription of the Debentures.
j. Compliance
(i) The Company has complied with Law and save and except as specified in the Transaction Document,
there has not been and there is no investigation or enquiry by, or order, decree, decision or judgment of,
any Governmental Authority been issued or outstanding or to the best of the Company's knowledge (after
making due and careful enquiry), anticipated against the Company which would have a Material Adverse
Effect on the Company, nor has any notice or other communication (official or otherwise) from any
Governmental Authority been issued or outstanding or to the best of the Company's knowledge (after
making due and careful enquiry), anticipated with respect to an alleged, actual or potential violation
and/or failure to comply with any such applicable Law or requiring them to take or omit any action.
(ii) The Company shall complete all necessary formalities including all filings with the relevant regulatory
authorities, including but not limited to SEBI, BSE, CERSAI and the ROC and obtain all consents and
approvals required for the completion of the Issue.
k. Future Borrowing
The Company shall be entitled to make further issue of secured/unsecured non-convertible Debentures and/or to
borrow and/or to raise term loans or raise further funds, in any manner as deemed fit by the Company, from time
to time from any persons/banks/financial institutions/body corporate or any other agency as per the prevailing
guidelines/regulations of Reserve State bank of India and other authorities.
The Company may also issue secured/unsecured non-convertible Debentures under the same ISIN(s) for the
current and the future issues in accordance with the SEBI circular No. CIR/IMD/DF-1/67/2017 dated June 30,
2017 on “Specifications related to International Securities Identification Number (ISINs) for debt securities
issued under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and any further clarification/
amendments/circular issued thereafter. The Company reserves the right to make multiple issuances under the
same ISIN with said circular. Issue can be made either by way of creation of fresh ISIN or by way of issuance
under the existing ISIN at premium / par / discount as the case may be in line with SEBI circular CIR/IMD/DF-
1/67/2017 dated 30th June 2017
l. Assets
Except for the security interests and encumbrances created and recorded with the ROC updated from time to
time, the Company has, free from any security interest or encumbrance, the absolute legal and beneficial title to,
or valid leases or licenses of, or is otherwise entitled to use (in each case, where relevant, on arm's length terms),
all Assets necessary for the conduct of its business as it is being, and is proposed to be, conducted.
m. Financial statements
(i) Its financial statements most recently supplied to the Debenture Trustee were prepared in accordance with
IND AS consistently applied save to the extent expressly disclosed in such financial statements.
(ii) Its financial statements most recently supplied to the Debenture Trustee give a true and fair view and
represent its financial condition and operations during the relevant Financial Year save to the extent
expressly disclosed in such financial statements.
n. Solvency
(i) The Company is able to, and has not admitted its inability to, pay its debts as they mature and has not
suspended making payment on any of its debts and it will not be deemed by a court to be unable to pay its
debts within the meaning of the applicable Law, nor in any such case, will it become so in consequence of
entering into the Transaction Document.
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(ii) The Company, by reason of actual or anticipated financial difficulties, has not commenced, and does not
intend to commence, negotiations with one or more of its creditors with a view to rescheduling its
indebtedness.
(iii) The value of the Assets of the Company is more than its liabilities (taking into account contingent and
prospective liabilities) and it has sufficient capital to carry on its business.
(iv) The Company has not taken any corporate action nor has it taken any legal proceedings or other procedure
or steps in relation to any bankruptcy proceedings.
(v) No insolvency or bankruptcy process has commenced or steps have been initiated or action has been taken
under the (Indian) Insolvency and Bankruptcy Code, 2016 (to the extent applicable) in respect of the
Company.
(vi) No reference has been made, or enquiry or proceedings commenced, in respect of the Company, before the
National Companies Law Tribunal or under any mechanism or prescription of the RBI in respect of
resolution/restructuring of stressed assets (including without limitation, under the RBI's circular no.
DBR.No.BP.BC.101/21.04.048/2017-18 dated February 12, 2018 on "Resolution of Stressed Assets –
Revised Framework").
o. No immunity
The Company is not entitled to any immunity or privilege (sovereign or otherwise) from any set-off, judgment,
execution, attachment or other legal process.
p. Legal and Beneficial Ownership
Except for the security interests and encumbrances created and recorded with the Ministry of Corporate Affairs
(available using CIN: U65992AP1991PLC012736 on the website http://www.mca.gov.in/MCA21/index.html
under the heading "Index of Charges"), the Company has, free from any security interest or encumbrance, the
absolute legal and beneficial title to, or valid leases or licenses of, or is otherwise entitled to use (in each case,
where relevant, on arm's length terms), all material assets necessary for the conduct of its business as it is being,
and is proposed to be, conducted.
r. Compliance with Laws
The Company and its affiliates are generally in compliance in all respects with all Applicable Laws, including but
not limited to environmental, social and taxation related laws, for them to carry on their business.
s. Anti-terrorism Laws
The Company and its affiliates are in compliance in all respects with all Anti-Terrorism Laws, and are adhering to
all regulatory requirements pertaining to Anti-Terrorism and Anti- Money Laundering.
t. No Corrupt Practices
Neither the Company nor its Promoter(s) or affiliates have indulged in any corrupt practices pertaining to the
business such as fraud, misappropriation of financial and other resources or gains unreported in the audited
financial statements
u. Disclosures in Shelf Disclosure Document
The extent of disclosures made in the Shelf Disclosure Document consistent with disclosures permitted by
Government Authorities in relation to the issue of securities, borrowings made by the Company prior to the issue
of the Debentures.
v. Audit
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The Company annual accounts are audited by an auditor from a reputable firm of independent chartered
accountants.
w. Good Business Standard
The Company in its business transactions with its shareholders, partners, managers, staff, affiliates or affiliates of
such entities or persons keeps within normal, good and acceptable business standards, including transactions
being on arm's length.
x. Proper book-keeping and accounting
The Company has a proper, efficient and effective book-keeping and accounting system in place as well as
adequate professional staff, including maintaining of accounts showing the loan drawings, payments, interest etc.
y. Employees
The Company is generally in compliance with all obligations under the applicable labour laws and other
applicable Laws in relation to its employees.
z. Compliance with RBI/SEBI Regulations and the Act's Requirements
aa. The Debentures are being issued in compliance with the applicable regulations of the RBI/SEBI and the relevant
provisions of the Act as applicable to issue debt/Debentures. Any provision in the Deed which is not in
compliance with regulations of the /RBI/SEBI and the relevant provisions of the Act can be amended by the
Company and the Debenture Trustee by executing an amendment to the Deed and the Debenture Holders shall
have no right to raise any objection thereto.
ab. Material Adverse Effect
No Material Adverse Effect has occurred, including without limitation, in relation to the business, condition or
operations of the Company.
ac. Illegality
It is not illegal or unlawful for the Company to perform any of its obligations under the Transaction Documents.
ad. Execution of Transaction Documents
(i) The Transaction Documents executed or to be executed constitute/ shall constitute legal, valid and
enforceable security interest in favour of the Debenture Trustee for the benefit of the Debenture Holders on
all the assets thereby secured.
(ii) The Transaction Documents executed or to be executed constitute legal, valid and enforceable obligations of
the Company and all necessary and appropriate consents for the creation, effectiveness, priority and
enforcement of the Transaction Documents and the Security thereunder have been obtained.
4.3 Company's Covenants
i. Affirmative Covenants
The below are indicative only, and the Issuer may also provide additional affirmative covenants in the Transaction
Documents. The Company shall:
(a) Maintenance of Legal Validity
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The Company shall obtain and comply with the terms of, and do all that is necessary to maintain in full force and
effect, all authorisations, in order to enable it to lawfully enter into and perform its obligations under the
Transaction Documents and to ensure the legality, validity, enforceability or admissibility as valid evidence in the
courts of India, of the Transaction Documents.
(b) Compliance with Applicable Law
The Obligors shall comply with and fulfil all requirements under any applicable Law relating to the transaction
hereunder. Further, the Obligors shall comply with all statutory requirements and stipulations in relation to its
business. The Obligors shall obtain all permissions, licenses and approvals necessary for its business and shall
ensure that the same shall continue to be valid and subsisting during the currency of the Issue.
(c) Notification of Events of Default and Potential Events of Default
The Issuer shall promptly, and in any event not later than 10 (Ten) Business Days, inform the Debenture Trustee
of the occurrence or likely occurrence of any Event of Default or potential Event of Default and the steps being
taken to remedy it. Upon receipt of a request to that effect from the Debenture Trustee, the Issuer shall confirm to
the Debenture Trustee by submitting a certificate from one of its directors or authorised signatory that, save as
previously notified to the Debenture Trustee or as notified in such confirmation/certification, no such Event of
Default or potential Event of Default has occurred and is continuing.
On the question whether any of the events/circumstances have occurred/happened, which could be an Event of
Default the decision of the Debenture Trustee shall be final, conclusive and binding on the Issuer and if there is
any term and/or condition which is subject to interpretation then such interpretation shall be assigned to the
terms and condition which is in the beneficial interests of the Debenture Holders and the Company hereby
unconditionally and irrevocably agrees to the same.
(d) Maintenance of Books and Records
The Issuer shall maintain all of its books and records in accordance with good industry practice and in
compliance with applicable Law and generally acceptable accounting principles and standards or such other
standards, as is applicable to the company from time to time. The Company shall make true and proper entries of
all dealings and transactions of and in relation to the business of the Issuer including in relation to the
Debentures and keep the said books of accounts and all other books, register and other documents relating to the
affairs of the Issuer at its registered office or, where permitted by applicable Law, at other place or places where
the books of account and documents of a similar nature may be kept. The Issuer shall ensure that its accounting
policies are applied on a consistent basis.
(e) Maintenance of Licenses and Approvals
The Issuer shall obtain and maintain all necessary licenses, permissions and approvals required for the business
carried out by it and all activities of the Issuer in relation to its business shall be undertaken and continue to be
undertaken in compliance with all such licenses / permissions / approvals.
(f) Redemption of Share Capital
The Issuer shall not, without the prior written consent of the Debenture Trustee redeem, reduce, purchase, buy-
back, defease, retire, return or repay any of its share capital or resolve to do so for so long as any sums of money
are due and payable to the Debenture Holder under this Issue.
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(g) Amendments to Documents
The Issuer or the Personal Guarantor shall not, without the prior written consent of the Debenture Trustee,
amend, supplement, supersede or waive any term of the Debenture Trust Deed, the irrevocable and
unconditional Personal Guarantee or any of the Transaction Documents.
(h) Arm's length basis;
The Company shall enter into any transaction/ management contract/ or establish partnership with any person
or enter into or continue business relations with its shareholders, employees, affiliate(s), holding company(ies),
and/or subsidiary(ies) on proper commercial terms negotiated on an arm's length basis;
(i) Notice of winding up or other legal process
The Issuer shall promptly inform the Debenture Trustee if it has notice of any application for winding up having
been made or any statutory notice of winding up under the provisions of the Act or any other notice under any
other statute relating to winding up or otherwise of any suit or other legal process intended to be filed or
initiated against the Company. Further, the Issuer shall notify the Debenture Trustee in writing in respect of any
application under the Insolvency and Bankruptcy Code, 2016 filed by or against the Issuer, within a period of 1
(one) calendar day of becoming aware of such application;
(j) Loss or damage by uncovered risks
The Issuer shall promptly inform the Debenture Trustee of any material loss or significant damage which the
Company may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest or
typhoon, etc. against which the Company may not have insured its properties;
(k) Costs and expenses
The Issuer shall pay all sums, costs, charges and expenses in any way incurred by the Debenture Trustee or any
Receiver, attorney, agent or other person appointed by the Trustee for all or any of the purposes mentioned in
these presents immediately on receipt of a notice of demand from them in this behalf and all such sums shall
carry interest at the rate of interest payable on the Debentures from the date towards protection of Debenture
Holders' interests, including traveling and other allowances and such taxes, duties, costs, charges and expenses in
connection with or relating to the Debentures;
(l) Payment of Rents, etc.
punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings,
governmental, municipal or otherwise imposed upon or payable by the Company (including with respect to the
Mortgaged Property) as and when the same shall become payable and when required by the Debenture Trustee
produce the receipts of such payment and also punctually pay and discharge all debts and obligations and
liabilities which may have priority over the Debentures and observe, perform and comply with all covenants and
obligations which ought to be observed and performed by the Company under the Transaction Documents;
(m) Pari Passu Ranking
Its payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its
other senior creditors, except for obligations mandatorily preferred by law applying to companies generally.
Following the creation of Security, its payment obligations under the Transaction Documents rank at least pari
passu with the claims of all of its other senior and unsecured creditors, except for obligations mandatorily
preferred by law applying to companies generally.
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(n) Preserve corporate status; authorizations
The Issuer shall:
- diligently preserve and maintain its corporate existence and status and all rights, contracts privileges, and
concessions now held or hereafter acquired by it in the conduct of its business and comply with each and
every term of the said franchises and concessions and all acts, authorizations, consents, permissions, rules,
regulations, orders and directions of any legislative, executive, administrative or judicial body applicable
to its Assets or any part thereof PROVIDED THAT the Company may contest in good faith the validity of
any such acts, rules, regulations, orders and directions and pending the determination of such contest may
postpone compliance therewith if the rights enforceable under the Debentures are not thereby materially
endangered or impaired. The Company will not do or voluntarily suffer or permit to be done any act or
thing whereby its right to transact its business might or could be terminated or whereby payment of the
principal of or interest on the Debentures might or would be hindered or delayed; and ‘
- conduct its business with due diligence and efficiency and in accordance with sound technical, managerial
and financial standards and business practices with qualified and experienced management and personnel;
- promptly obtain all consents and authorizations as maybe necessary for performing its obligations in
relation to the issue of the Debentures;
- comply with all applicable directions, regulations and guidelines issued by any Governmental Authority
including but not limited to the issue of Debentures;
- shall promptly supply certified copies to the Trustee of any authorization required under any law or
regulation to enable it to perform its obligations under the Transaction Documents (including, without
limitation, in connection with any payment to be made hereunder) and to ensure the legality, validity,
enforceability or admissibility in evidence in its jurisdiction of incorporation of the Transaction
Documents.
(o) Pay stamp duty
The Issuer shall pay all such stamp duty (including any additional stamp duty), other duties, taxes, charges and
penalties, if and when the Company may be required to pay according to the Applicable Laws including applicable
state laws and in the event of the Company failing to pay such stamp duty, other duties, taxes and penalties as
aforesaid, the Debenture Trustee will be at liberty (but shall not be bound) to pay the same and the Company
shall reimburse the same to the Debenture Trustee on demand;
(p) Furnish information to trustee
The Issuer shall give to the Debenture Trustee or its nominee(s)/ agent(s) such information/copies of relevant
extracts as they shall require as to all matters relating to the business of the Company or any part thereof and to
investigate the affairs thereof and the Company shall allow the Debenture Trustee to make such examination and
investigation as and when felt necessary and shall furnish him with all such information as they may require and
shall pay all reasonable costs, charges and expenses incidental to such examination and investigation;
(q) Grievance
The Issuer shall promptly and expeditiously attend to and redress the grievances, if any, of the Debenture
Holders. The Company further undertakes that it shall promptly comply with the suggestions and directions that
may be given in this regard, from time to time, by the Debenture Trustee and shall advise the Debenture Trustee
periodically of the compliance;
(r) Specific Information to be provided to the Debenture Trustee
The Issuer shall inform and provide the Debenture Trustee with applicable documents in respect of the following:
- notice of any Event of Default or potential Event of Default;
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- notice of any change in nature and conduct of business of the Issuer;
- periodic review of the ratings obtained by the Company by the credit rating agencies and any revision in
the rating details of any material litigation, arbitration or administrative proceedings, etc.;
- any and all information required to be provided to the Debenture Holders; and
- the declaration or distribution of dividend;
- the Company shall notify any application filed against it by any person under the Insolvency and
Bankruptcy Code, 2016 within 1 (One) calendar day of becoming aware of the same.
(s) Comply with Investor Education and Protection Fund requirements
The Issuer shall comply with the provisions of the Act relating to transfer of unclaimed/ unpaid amounts of
interest on Debentures and redemption of Debentures to Investor Education and Protection Fund (IEPF), if
applicable to it. The Company hereby further agrees and undertakes that during the currency of this Issue, it shall
abide by the guidelines/listing requirements, if any, issued from time to time by the SEBI/RBI;
(t) Further assurances
The Issuer shall
(i) execute and/or do, at their own expense, all such deeds, assurances, documents, instruments, acts,
matters and things, in such form and otherwise as the Debenture Trustee may reasonably or by Law
require or consider necessary in relation to enforcing or exercising any of the rights and authorities of
the Debenture Trustee;
(ii) furnish to the Debenture Trustee details of all grievances received from the Debenture Holders and the
steps taken by the Company to redress the same. At the request of any Debenture Holder, the Debenture
Trustee shall, by notice to the Company call upon the Company to take appropriate steps to redress such
grievance and the Company shall comply with the instructions of the Debenture Trustee issued in this
regard;
(iii) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all
authorizations necessary to enable it to lawfully enter into and perform its obligations under the
Transaction Documents or to ensure the legality, validity, enforceability or admissibility in evidence in
India of Transaction Documents ;
(iv) comply with:
- all Laws, rules, regulations and guidelines (including but not limited to environmental, social and
taxation related Laws), as applicable in respect of the Debentures and obtain such regulatory
approvals as may be required from time to time;
- the Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 as in force from
time to time, in so far as they are applicable to the Debentures and furnish to the Debenture
Trustee such data, information, statements and reports as may be deemed necessary by the
Debenture Trustee in order to enable them to comply with the provisions of Regulation 15 thereof
in performance of their duties in accordance therewith to the extent applicable to the Debentures;
- the provisions of the Act in relation to the issue of the Debentures;
- procure that the Debentures are rated and continued to be rated until the redemption of the
Debentures; and
- The Company shall ensure that, at time of making any payment of interest or repayment of the
principal amount of the Debentures in full or in part, the Company shall do so in the manner that is
most tax efficient for the Debenture Holders (including withholding tax benefit) but without, in any
way, requiring the Company to incur any additional costs, expenses or taxes and the Company shall
avail of all the benefits available under any treaty applicable to the Company and/or the Debenture
Holders.
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(u) Where Debenture Holder is a Foreign Investor
In the event a Debenture Holder is a foreign portfolio investor, foreign institutional investor or sub-account of
foreign institutional investors, or qualified foreign investor, the Company shall, in relation to each Interest
Payment Date and in relation to each date when any other payment is due by the Company under the Debentures
(each a "Relevant Payment Date"), courier to the Debenture Holders (or their designated agent, as confirmed by
the Debenture Holders) within 1 (One) Business Day after a Relevant Payment Date, the duly completed and
signed Form 15 CA/CB. A scanned copy of such duly completed and signed Form 15 CA/CB shall be sent to the
Debenture Holders on the Relevant Payment Date by e-mail;
(v) Books of Account
The Issuer shall maintain proper books of account as required by the Act and therein make true and proper
entries of all dealings and transactions of and in relation to the business of the Company and keep such books of
account and all other books, registers and other documents relating to the affairs of the Company at its registered
office or, where permitted by Law, at other place or places where the books of account and documents of a
similar nature may be kept. The Company will ensure that all entries in the same relating to the business of the
Company shall at all reasonable times be open for inspection of the Debenture Trustee and such person or
persons as the Debenture Trustee shall, from time to time, in writing for the purpose, appoint.
(w) Insurance
The Issuer shall maintain insurances on and in relation to its business and assets (including the Mortgaged
Property) with insurance companies against those risks and to the extent as is usual for companies carrying on
the same or substantially similar business and any other insurances as may be required by Law and ensure that
all premiums are paid on time and other obligations of the Company under the insurance policies are duly
complied with;
(x) Corporate Governance
(i) the Issuer shall maintain the highest standards of corporate governance in accordance with the RBI
regulations;
(ii)) the Company shall at all times comply with the applicable RBI Regulations and the applicable SEBI
regulations;
(y) General
(i) the Company shall perform all of its obligations under the terms of the Transactions Documents and
maintain in full force and effect each of the Transaction Documents;
(ii) the Company shall promptly pay and discharge all its financial obligations and regularly make all payments
due and payable by the Company, including but not limited to taxes and also such payment due and payable
under or in respect of the Issue or any documents executed in connection there with;
(iii) the Company shall give the Debenture Trustee any information, relating to the business, property, affairs of
the Company, that materially impacts the interests of the Debenture Holders;
(ii) the Company shall at all times act and proceed in relation to its affairs and business in compliance with Law;
and
(z) Access
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The Issuer shall permit the Debenture Trustee and/or accountants or other professional advisers and
contractors appointed by the Debenture Trustee access at all reasonable times and on reasonable notice of the
Company to:
(i) check the management of the funds made available through subscription to the Debentures;
(ii) inspect and take copies and extracts from the books, accounts and records of the Company;
(iii) visit and inspect the premises of the Company; and
(iv) meet and discuss matters with senior management of the Company.
(aa) Other Covenants
a. In case of Event of Default, amount outstanding would be first appropriated towards the cost, charges
and expenses, penal Coupon, normal Coupon and then towards principal outstanding.
b. The Issuer gives consent for the disclosure of all or any such information and data relating to the Issuer
or to the Loans or defaults, as the Debenture Holder/s/ Debenture Trustee may deem appropriate and
necessary to the CIBIL, or any institution or any other agencies authorized by RBI or under Applicable
Law.
c. The Issuer agrees that in case of the Issuer fails in discharging its liability in repayment of the principal
amount of the Loan(s) or payment of Coupon as demanded by the Debenture Holder/s/ Debenture
Trustee, the Debenture Holder/s/ Debenture Trustee and/or Reserve State bank of India shall have an
unqualified right to disclose or publish the details of the default and the name of its directors as
defaulters in such manner and through medium as the Debenture Holder/s/ Debenture Trustees and/or
Reserve State bank of India may think fit.
The Issuer shall be responsible to do all the statutory compliance as may be prescribed by the regulator relating to
the aforementioned NCDs.
ii. Reporting Covenants
The Company shall comply all the reporting to the respective stakeholder, during the entire tenor and till all amounts
due on the NCDs are duly repaid as per the applicable regulations as may be amended from time to time:
iii. Negative Covenants
The Issuer shall not undertake the to do any of the following:
i. M&A, acquisition, restructuring, amalgamation without prior written consent to Debenture Holders over and
above 10% of the Networth of the Issuer in a financial year
ii. The Issuer shall not, without the written consent to Debenture Holders, enter into any transaction of merger,
de-merger, consolidation, re-organization, scheme of arrangement or compromise with its creditors or
shareholders or effect any scheme of amalgamation or reconstruction; provided however that this restriction
shall not apply in the event that the compliance with this restriction would result in the Issuer defaulting in
relation to any of its payment obligations in relation to the Debentures.
iii. The issuer will not reduce its share capital without the Debenture Holders’ prior written consent
iv. Issuer shall not amend or modify clauses in its Memorandum of Association and Article of Association, where
such amendment would have a Material Adverse Effect, without prior consent of the Debenture Trustee
v. Issuer shall not change its financial year-end from 31st March (or such other date as may be approved by
Debenture Holders) without prior consent of the Debenture Trustee. This consent would not be required if the
change is regulatory or statutorily mandated.
vi. Any sale of assets/business/division that has the effect of exiting the business or re-structuring of the existing
business, to be with prior written consent to the Debenture holder
vii. No dividend, if an Event of Default has occurred and is subsisting.
viii. Not undertake any new major new business outside financial services or any diversification of its business
outside financial services, without prior consent to NCD holders
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4.4 Register of Debenture Holders
A Register of Debenture Holders shall be maintained at the registered office of the Company or with their Registrar and
the Register of Debenture Holders/ the Register of Beneficial Owners, shall be closed seven (7) days prior to each
Interest Payment Date, the final Redemption Date or any other payment date by acceleration.
In case of dissolution/bankruptcy/insolvency/winding up of Debenture Holders, the Debenture certificates shall be

transmittable to the legal representative(s) / successor(s) or the liquidator as the case may be in accordance with the
applicable provisions of Law on such terms as may be deemed appropriate by the Company.
4.5 Costs
All expenses incurred by the Debenture Trustee prior to or following the occurrence of an Event of Default,
including in connection with:
(a) collection of amounts due under the Transaction Documents; or
(b) engaging all intermediaries; or
(c) all expenses in relation to issue of Debentures; or
(d) legal costs; or
(e) stamp duty on any Transaction Documents,
shall be payable by the Company.
4.6 Discretionary Audit
The Company agrees to the Debenture Trustee or any Person authorized by it and/or any Debenture Holder or any
Person authorized by it conducting an audit on the review of collection standards, management, governance,
internal systems and processes, and data integrity of the Company at any time on or prior to the final Redemption
Date. The scope of such audit shall inter alia cover visit to operational (field) areas of the Company as well as the
head office and/or any regional or state level or other branch offices and discussions with employees of the
Company as well as with clients of the Company.
4.7 Events of Default
Each of the following shall constitute an Event of Default with respect to the Debentures and shall be set out in the
Transaction Documents:
a. The Issuer does not pay on the Due Date(s) any amount payable pursuant to the Trust Deed of the
Debentures (whether at scheduled maturity, by acceleration, as a result of Debenture Holders exercising
the Optional Accelerated Redemption or otherwise) at the place at and in the currency in which it is
expressed to be payable, unless its failure to pay is caused by technical error and payment is made
within 1 (one) calendar day of its due date;
b. The Issuer fails to create charge and perfect the security within stipulated timeline.
c. Non- Maintenance of the stipulated minimum-security cover.
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d. Except for point (i), (ii) & (iii) ,the breach of any terms, covenants (including but not limited to negative
covenants, affirmative covenants, reporting covenants), obligation, representation or warranty of the
Issuer and any other obligations of the Issuer under the Transaction Documents including maintenance
of Security Cover and such breach has continued for a period of 30 calendar days
e. The Issuer admits in writing its inability to pay its debts as they fall due or suspends making payments
on any of its debts or by reason of actual financial difficulties commences negotiations with one or more
creditors with a view to rescheduling its indebtedness;
f. Any representation or warranty made by the Issuer in any Transaction Document or in any certificate,
financial statement or other document delivered to the Debenture Trustee / Debenture Holders by the
Issuer shall prove to have been incorrect, false or misleading in any material respect when made or
deemed made.
g. There shall have occurred Material Adverse Effect and such Material Adverse Effect has not been
remedied or rectified within a period of 30 calendar days.
h. Non-sharing of information of the Company as per the “Reporting Covenant” within stipulated timelines
or such other information required by the Debenture Trustee/ Debenture Holder from time to time
i. Any corporate action, legal proceedings or other procedure or step is taken in relation:
(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,
administration or reorganization (by way of voluntary arrangement, scheme of arrangement or
otherwise) of the Company;
(b) composition, compromise, assignment or arrangement with any creditor of the Company;
(c) the appointment of a liquidator, receiver or similar other officer in respect of the Issuer, a
composition, compromise, assignment or arrangement with any creditor of the Issuer,
(d) enforcement of any security over any assets of the Issuer or any analogous procedure or step is taken
in any jurisdiction
(e) any other event occurs or proceeding is instituted that under any applicable law would have an effect
analogous to any of the events listed in clauses (a), (b), (c) and (d) above.
j. The Shelf Disclosure Document or any other Transaction Document in whole or in part, becomes invalid
or ceases to be a legally valid, binding and enforceable obligation of the Issuer.
k. It is or becomes unlawful for the Issuer to perform any of its obligations under the Transaction
Documents and/or any obligation or obligations of the Issuer under any Transaction Document are not
or cease to be valid, binding or enforceable.
l. The Issuer repudiates any of the Transaction Documents, or evidences an intention to repudiate any of
the Transaction Documents.
m. Any Governmental Authority condemns, nationalizes, seizes, expropriates or otherwise assumes custody
or control of all or any substantial part of the business, operations, property or other assets (including
assets forming part of the Security) of the Company or of its share capital, or takes any action for the
dissolution of the Company or any action that would prevent the Company or its officers from carrying
on all or a substantial part of its business or operations.
n. The Issuer’s organizational status or any licenses or franchise is revoked or suspended by any
government agency or authority after the Issuer has exhausted all remedies and appeals relating thereof
o. The listing of the Debentures ceases or is suspended at any point of time prior to the Maturity Date if it
gets listed, except if the Debentures are delisted in accordance with the consent of the Majority
Debenture Holder(s).
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p. The Company ceases to carry on its business or any substantial part thereof or gives notice of its
intention to do so.
q. Insolvency, winding up, liquidation.
r. Erosion of 50% or more of the Company’s Net-worth.
s. Creditor’s processes initiated against the Issuer
t. Any material act of fraud, embezzlement, misstatement, misappropriation, or siphoning off of the
Issuer/Promoter funds or revenues or any other act having a similar effect being committed by the
management or an officer of the Issuer.
u. The Promoter/s or the Directors or the Key Managerial Personnel of the Company are accused of,
charged with, arrested or convicted a criminal offence involving moral turpitude, dishonesty or declared
as willful defaulters which otherwise impinges on the integrity of the promoter/s and/or director or key
managerial personnel;, including any accusations, charges and/or convictions of any offence relating to
bribery
v. A petition for the reorganization, arrangement, adjustment, winding up or composition of debts of the
Company is filed on the Company (voluntary or otherwise) or have been admitted or makes an
assignment for the benefit of its creditors generally and such proceeding is not contested by the
company for staying, quashing or dismissed within 15 (Fifteen) days
w. Cross default:
An event of default shall arise if the Company/Promoter of the Issuer:
a. defaults in any payment of Financial Indebtedness beyond the period of grace if any, provided in
the instrument or agreement under which such Financial Indebtedness was created; or
b. defaults in the observance or performance of any agreement or condition relating to any
Financial Indebtedness the effect of which default or other event or condition is to cause or to
permit the holder or holders of such Financial Indebtedness to cause (with the giving of notice or
the passage of time or both would permit or cause) any such Financial Indebtedness to become
due prior to its stated maturity; or
c. due to any default or an event of default, any Financial Indebtedness of the Issuer is declared to
be due and payable, or would permit to be prepaid other than by a regularly scheduled required
prepayment, (whether or not such right shall have been waived) prior to the stated maturity
thereof.
Upon occurrence of any of the aforesaid Event of Default, the Debenture Trustee may by a notice (unless
instructed otherwise by the any of the Debenture Holders) in writing to the Company initiate actions as may be
contemplated in the Transaction Documents including the following:
i. require the Company to mandatorily redeem the Debentures and repay the principal amount on the
Debentures, along with accrued but unpaid Coupon, and other costs, charges and expenses incurred under
or in connection with the Transaction Documents;
ii. declare all or any part of the Debentures to be immediately (or on such dates as the Debenture Trustee
may specify) due and payable, whereupon it shall become so due and payable)
iii. accelerate the redemption of the Debentures;
iv. enforce such security in such a manner as the Debenture Holders may deem fit;
v. Appoint a nominee director in accordance with the applicable Laws;
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vi. Exercise any other right that the Debenture Trustee and / or Debenture Holder(s) may have under the
Transaction Documents or under Indian law
4.8 Dividend
As long as Event of Default subsists or if the Debenture Trustee has exercised any of the remedies under Clause 7
above, then until the rectification of the Event of Default or until the redemption of the Debentures in full to the
satisfaction of the Debenture Trustee, the Company shall not, declare or pay any dividend or make any distribution of
its share capital or purchase or redeem or otherwise acquire any part of its own share capital or in any other way
transfer funds from the Company to the shareholders.
4.9 Notice on the Occurrence of an Event of Default
If any Event of Default or any event which, after the notice, or lapse of time, or both, would constitute an Event of
Default, has happened, the Company shall, forthwith, thereof, give notice thereof to the Debenture Holders and the
Debenture Trustee in writing specifying the nature of such Event of Default, or of such event.
4.10 Right to Disclose/Publish the Names of the Company and its Directors as Defaulters
In the event of the Company committing default in the repayment of any instalment in relation to the Debentures or
the payment of interest on the applicable Due Dates, the Debenture Holders/Debenture Trustee shall have an
unqualified right to disclose the name of the Company and its directors to RBI/or any other statutory/regulatory
authority. The Trustee and/or RBI and/or any other Governmental Authority shall have the right to publish the name
of the Company and its directors as defaulters in such manner and through such medium as they in their absolute
discretion may think fit.
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SECTION 5: DISCLOSURES PERTAINING TO WILFUL DEFAULT
In case of listing of debt securities made on private placement, the following disclosures are required to be made vide SEBI
(Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16:
(A) Name of the Bank declaring the entity as a Wilful Defaulter: NIL
(B) The year in which the entity is declared as a Wilful Defaulter: NIL
(c) Outstanding amount when the entity is declared as a Wilful Defaulter: NIL
(D) Name of the entity declared as a Wilful Defaulter: NIL
(E) Steps taken, if any, for the removal from the list of Wilful defaulters: NIL
(F) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed decisions: NIL
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SECTION 6: OTHER INFORMATION AND APPLICATION PROCESS
The Debentures being offered as part of the Issue are subject to the provisions of the Companies Act, 2013, the
Memorandum and Articles of Association of the Issuer, the terms of this Shelf Disclosure Document read with the relevant
Term Sheet (s), the Application Form and other terms and conditions as may be incorporated in the Transaction
Documents.
6.1 Dematerialized Form
The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of the
Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996,
rules notified by NSDL/ CDSL/Depository Participant from time to time and other applicable laws and rules notified
in respect thereof. The Debentures shall be allotted in DEMAT form only.
6.2 Underwriting
The present Issue of Debentures is on private placement basis and is not underwritten
6.3 Mode of Transfer/Transmission of Debentures
The Debentures shall be transferable freely; however, it is clarified that no Investor shall be entitled to transfer the
Debentures to a person who is not entitled to subscribe to the Debentures/. The Debentures shall be transferred
and/or transmitted in accordance with the applicable provisions of the Companies Act, 2013 and other applicable
laws. The Debentures held in dematerialized form shall be transferred subject to and in accordance with the
rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor 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, amounts due will be paid/redemption will be
made to the person, whose name appears in the register of Debenture Holder(s) maintained by the R&T Agent as on
the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the
transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer.
The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer
of these Debentures held in dematerialized form. The seller should give delivery instructions containing details of
the buyer’s DP account to his DP.
6.4 Debentures held in Dematerialized Form
The Debentures shall be held in dematerialized form and no action is required on the part of the Debenture
Holder(s) for redemption purposes and the redemption proceeds will be paid by /fund transfer/RTGS to those
Debenture Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names
would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such
Debentures will be simultaneously redeemed through appropriate corporate action.
The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number,
address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the
Issuer may transfer payments required to be made in any relation by EFT/RTGS to the bank account of the
Debenture Holder(s) for redemption payments.
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6.5 Trustee for the Debenture Holder(s)
The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Debenture Holder(s). The
Issuer and the Debenture Trustee intends to enter into the Debenture Trustee Agreement and the Debenture Trust
Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The
Debenture 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 Debentures as the Debenture Trustee may in its absolute discretion deem necessary or
require to be done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture
Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The
Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of principal and
coupon thereon and they will take necessary action, subject to and in accordance with the Debenture Trustee
Agreement and the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder(s) shall be entitled to
proceed directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so.
The Transaction Documents of shall more specifically set out the rights and remedies of the Debenture Holder(s)
and the manner of enforcement thereof.
In the case of a delay in the execution of Debenture Trust Deed and the Deed of Hypothecation, the Issuer shall
refund the subscription with the agreed rate of interest or shall pay penal interest of 2% (Two Percent) per annum
over and above the applicable Coupon Rate until such time the conditions have been complied with at the option of
the Investor.
6.6 Sharing of Information
The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with
any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and
affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and
neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid
information.
6.7 Debenture Holder(s) not a Shareholder
The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders other than those available
to them under the Companies Act, 2013. The Debentures shall not confer upon the Debenture Holder(s), the right to
receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
6.8 Modification of Debentures
The Debenture Trustee and the Issuer will agree to make any modifications in this Shelf Disclosure Document or
any Term sheet(s), which in the opinion of the Debenture Trustee, is of a formal, minor or technical nature or is to
correct a manifest error.
Any other change or modification to the terms of the Debentures shall require approval by the Majority
Debenture Holders in the manner as provided for in the Debenture Trust Deed.
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For the avoidance of doubt, the following matters require the consent of the Majority Debenture Holders, either
by providing their express consent in writing or by way of a resolution at a duly convened meeting of the
Debenture Holders:
 Creating of any additional security; and
 Amendment to the terms and conditions of the Debentures or the Transaction Documents.
6.9 Right to accept or reject Applications
The Board of Directors/Committee of the Company reserves its full, unqualified and absolute right to accept or
reject any application for subscription to the Debentures, in part or in full, without assigning any reason thereof.
6.10 Notices
Any notice may be served by the Issuer/ Debenture Trustee upon the Debenture Holder(s) through registered post,
recognized overnight courier service, hand delivery or by facsimile transmission addressed to such Debenture
Holder(s) at its/his registered address, e-mail or facsimile number.
All notice(s) to be given by the Debenture Holder(s) to the Issuer/ Debenture Trustee shall be sent by registered
post, recognized overnight courier service, hand delivery, e-mail or by facsimile transmission to the Issuer or to
such persons at such address/ facsimile number as may be notified by the Issuer from time to time through suitable
communication. All correspondence regarding the Debentures should be marked “Private Placement of
Debentures”.
Notice(s) shall be deemed to be effective (a)in the case of registered mail, 5 (Five) Business Days after posting via
certified or registered mail, return receipt requested; (b)1 (One) Business Day after delivery by recognized
overnight courier service, if sent for next Business day delivery(c) in the case of facsimile at the time when
dispatched with a report confirming proper transmission; (d) in the case of personal delivery, at the time of
delivery or (e) or in case of e-mail at the time of the sending thereof (provided no delivery failure notification is
received by the sender within 24 hours of sending such email).
6.11 Issue Procedure
Only Eligible Investors as given hereunder and identified upfront by the Issuer may apply for the Debentures by
completing the Application Form in the prescribed format in block letters in English as per the instructions
contained therein. The minimum number of Debentures that can be applied for and the multiples thereof shall be
set out in the Application Form. No application can be made for a fraction of a Debenture. Application Forms should
be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The
name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is
required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions
warrants.
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The applicant should transfer payments required to be made in any relation by EFT/RTGS, to the bank account of
the Issuer as per the details mentioned in the Application Form.
6.12 Application Procedure
Eligible investors will be invited to subscribe by way of the Application Form prescribed in the Shelf Disclosure
Document during the period between the Issue Opening Date and the Issue Closing Date (both dates inclusive).
The Issuer reserves the right to change the issue schedule including the Deemed Date of Allotment at its sole
discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking
hours on each day during the period covered by the Issue Schedule.
6.13 Fictitious Applications
All fictitious applications will be rejected. Any person who makes, in fictitious name, any application to a body
corporate for acquiring, or subscribing to, the Debentures, or otherwise induced a body corporate to allot,
register any transfer of Debentures therein to them or any other person in a fictitious name, shall be punishable
under the extant laws
6.14 Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part
or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given
to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit
the duly completed Application Form along with other necessary documents to Issuer by the Deemed Date of
Allotment.
6.15 Payment Instructions
Payment of subscription money for the Debentures should be made by the successful Eligible Investor as
notified by the Issuer (to whom the Issuer has issued given the offer by issue of PPOAL). Successful Eligible
Investors should do the funds pay-in to the account of ICCL (“Designated Bank Account”). The Designated
Bank Account information shall be displayed in the front end of BSE EBP Platform and the same shall also be
available in the obligation file downloaded to Eligible Investors.
Successful Eligible Investors must do the subscription amount payment to the Designated Bank Account on
or before 10:30 a.m. on the Pay-in Date (“Pay-in Time”). Successful Eligible Investors should ensure to make
payment of the subscription amount for the Debentures from their same bank account which is updated by
them in the BSE EBP Platform while placing the bids. In case of mismatch in the bank account details
between BSE EBP Platform and the bank account from which payment is done by the successful bidder, the
payment would be returned.
Note: In case of failure of any successful bidders to complete the subscription amount payments by the Pay-
in Time or the funds are not received in the ICCL’s Designated Bank Account by the Pay-in Time for any
reason whatsoever, the bid will liable to be rejected and the Issuer shall not be liable to issue the Debentures
to such successful bidders.
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The Application Form should be submitted directly. The entire amount of 10,00,000/- (Ten Lakh Only) per Debenture is
payable along with the making of an application. Applicants can remit the application amount through RTGS on Pay-in
Date.
6.16 Eligible Investors
The following categories of investors, when specifically approached, are eligible to apply for this private
placement of Debentures subject to fulfilling their respective investment norms/rules and compliance with laws
applicable to them by submitting all the relevant documents along with the Application Form (“Eligible
Investors”):
i. Mutual Funds
ii. Non-banking financial companies
iii. Provident Funds and Pension Funds
iv. Trust inclusive of public charitable trust subject to their investment guidelines
v. Corporates
vi. Banks
vii. Insurance Companies
viii. Investment holding companies of high net worth individuals
ix. Any other person (not being an individual or a group of individuals) eligible to invest in the Debentures
All Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in
this issue of Debentures.
Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory
requirements applicable to them in connection with subscription to Indian securities by such categories of
persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable
to them, including exchange controls and other requirements. Applicants ought to seek independent legal and
regulatory advice in relation to the laws applicable to them.
6.17 Procedure for Applying for Dematerialised Facility
(a) The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL prior to making the
application.
(b) The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID)
appearing in the Application Form under the heading “Details for Issue of Debentures in
Electronic/Dematerialised Form”.
(c) Debentures allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the
DP.
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(d) For subscribing to the Debentures, names in the Application Form should be identical to those appearing in the
details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they
appear in the account details maintained with the DP.
(e) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar and
Transfer Agent to the Issue.
(f) If incomplete/incorrect details are given under the heading “Details for Issue of Debentures in
Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and
the same may be held liable for rejection at the sole discretion of the Issuer.
(g) For allotment of Debentures, the address, nomination details and other details of the applicant as registered with
his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the
correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case
the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.
(h) The redemption amount or other benefits would be paid to those Debenture Holders whose names appear on the
list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Debentures for
which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer
would keep in abeyance the payment of the redemption amount or other benefits, until such time that the
beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount
and benefits will be paid to the beneficiaries, as identified.
6.18 Depository Arrangements
The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Debentures in
dematerialized form.
6.19 List of Beneficiaries
The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This
shall be the list, which will be used for payment or repayment of redemption monies.
6.20 Application under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the names
and specimen signature(s) of all the authorized signatories of the Investor and the tax exemption
certificate/document of the Investor, if any, must be lodged along with the submission of the completed
Application Form. Further modifications/additions in the power of attorney or authority should be notified to the
Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from
time to time through a suitable communication.
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In case of an application made by companies under a power of attorney or resolution or authority, a certified true
copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional
documents must be attached to the Application Form at the time of making the application, failing which, the
Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and
in either case without assigning any reason thereto. Names and specimen signatures of all the authorized
signatories must also be lodged along with the submission of the completed Application Form.
6.21 Procedure for application by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be made in respect
of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will
not be treated as multiple applications, provided that the application made by the asset management
company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been
made.
The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is
being made and must be accompanied by certified true copies of:
(a) SEBI registration certificate
(b) Resolution authorizing investment and containing operating instructions
(c) Specimen signature of authorized signatories
6.22 Documents to be provided by potential Investors
Potential Investors need to submit the following documents, as applicable
(a) Memorandum and Articles of Association or other constitutional documents
(b) Resolution authorising investment
(c) Power of Attorney to custodian
(d) Specimen signatures of the authorized signatories
(e) SEBI registration certificate (for Mutual Funds)
(f) Copy of PAN card
(g) Application Form (including EFT/ RTGS details)
6.23 Applications to be accompanied with Bank Account Details
Every application shall be required to be accompanied by the bank account details of the applicant and the
magnetic ink character reader code of the bank for the purpose of availing direct credit of redemption amount
and all other amounts payable to the Debenture Holder(s) through EFT/RTGS.
6.24 Succession
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In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the liquidator of the
concerned Debenture Holder(s), or such other legal representative of the Debenture Holder(s) as having title to
the Debenture(s).
The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of such other legal
representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of
the concerned Debenture Holder on production of sufficient documentary proof and/or an indemnity.
6.25 Mode of Payment
The full Issue price of the Debentures applied for is to be paid on the Pay-in date. For details regarding pay-in
of subscription money for the Debentures, please refer to the section titled “Payment Mechanism” of this
Information Memorandum.
Issue Price of the Amount Payable on Application per

Minimum Application for
Debenture Debenture
INR10 Lakh Application must be for a minimum of INR 10 Full Issue Price i.e. INR10 Lakh per
lakh (1 (one) Debentures) and in multiples of Debenture
INR 10 (ten) Lakhs (1 (one) Debenture)
thereafter.
6.26 Effect of Holidays
Business day’ shall be the day on which money markets is functioning in Mumbai. If the interest payment
date / redemption doesn’t fall on a business day, then payment of interest / principal amount shall be made
in accordance with SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016 as amended from
time to time.
If the interest payment day doesn’t fall on a business day, the payment of interest up to original scheduled
date, will be made on the following working day, however the dates of the future coupon payments would be
as per the schedule originally stipulated at the time of issuing the security.
If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not
a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business
Day along with interest accrued on the Debentures until but excluding the date of such payment.
It is clarified that Interest/redemption with respect to Debentures, interest/redemption payments shall be

made only on the days when the money market is functioning in Mumbai.
If the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will
be considered as the Record Date.
6.27 Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof
will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be
lodged by the Debenture Holders at the office of the Registrar &Transfer Agents of the Company at least 15
(Fifteen) days before the relevant payment becoming due. Tax exemption certificate / declaration of non-
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deduction of tax at source on interest on application money, should be submitted along with the Application Form.
Interest will be paid to the Debenture Holder subject to deduction of tax deducted at source at the rate prescribed
from time to time under the Income Tax Act, 1961 or any statutory modification or re-enactment thereof for the
time-being in force.
If the applicable rate of tax deducted at source is modified and results in a reduction of the net interest received
by the Debenture Holders, the Company must give written notice to the Debenture Holders (with a copy to the
Debenture Trustee) as soon as it becomes aware of such change.
6.28 Business Day Convention
Business day’ shall be the day on which money markets is functioning in Mumbai..”
6.29 Deemed Date of Allotment
The Deemed Date of Allotment of the Debentures comprised in each Series will be as specified in the relevant
Term Sheet (s) issued for that Series
All benefits relating to the Debentures will be available to the investors from the respective Deemed Date of
Allotment(s). The actual allotment of Debentures may take place on a date other than the Deemed Date of
Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its
sole and absolute discretion without any prior notice and shall have a right to allot the Debentures in tranches /
series which shall form the part of this Issue. In case, the Issue closing date is changed (preponed/ postponed),
the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and
absolute discretion.
6.30 Record Date
The Record Date will be 7 (Seven) days calendar days prior to any Due Date.
6.31 Refunds
Where the entire subscription amount has been refunded, the interest on Application Money will be paid along
with the refunded amount. Where an Applicant is allotted a lesser number of Debentures than applied for, the
excess amount paid on application will be refunded to the Applicant and the cheque/ draft towards interest on
the refunded money will be dispatched by registered post, courier or by way of RTGS/NEFT/direct credit. Details
of allotment will be sent to every successful Applicant. In all cases, the interest instruments will be sent, at the
sole risk of the Applicant. In case the Issuer has received money from applicants for Debentures in excess of the
aggregate of the application money relating to the Debentures in respect of which allotments have been made, the
Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent
of such excess, if any.
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For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within
7 (seven) days from the Deemed Date of Allotment of the Debentures.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application
money relating to the Debentures in respect of which allotments have been made, the R&T Agent shall upon
receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.
6.32 Interest on Application Money
At the Coupon rate (subject to deduction of tax at source, as applicable) from the date of realization of cheque(s)/
demand draft(s)/ RTGS up to one day prior to the Deemed Date of Allotment. Where pay-in Date and Deemed
date of Allotment are the same, no interest on Application money is to be paid.
6.33 Interest on NCDs
The Debentures shall carry coupon at the rate as specified in the relevant term sheet issued for that series
(subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income
Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued
by the Company) accrued to the holders of Debentures (the “Holders” and each, a “Holder”) as of the relevant
Record Date. The interest payable on any Coupon Payment Date will be paid to the Debenture holder(s) whose
names appear in the list of beneficial owners given by the Depository to the Company as on the Record Date.
Interest shall be computed on the amount outstanding on an Actual/ Actual day count basis, i.e. actual number of
days elapsed divided by the actual number of days in the year.
If the interest payment day doesn’t fall on a business day, the payment of interest up to original scheduled
date, will be made on the following working day, however the dates of the future coupon payments would be
as per the schedule originally stipulated at the time of issuing the security.
If the Redemption Date (also being the last Coupon Payment Date) of the Debentures falls on a day that is not
a Business Day, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business
Day along with interest accrued on the Debentures until but excluding the date of such payment.
It is clarified that Interest/redemption with respect to Debentures, interest/redemption payments shall be

made only on the days when the money market is functioning in Mumbai.
In case of default in payment of coupon and/or principal or redemption on the due dates, additional interest of at
least at the rate of 2% per annum over the Coupon Rate will be payable by the Company for the defaulting period.
6.34 PAN Number
Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on
the Application Form and attach a self-attested copy as evidence. Application forms without PAN will be
considered incomplete and are liable to be rejected.
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6.35 Redemption
The face value of the Debentures will be redeemed at par.
If the Redemption Date/Maturity Date (also being the last Coupon Payment Date) of the Debentures falls on a day
that is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day,
along with coupon/interest accrued on the Debentures until but excluding the date of such payment.
The Debenture holders may at the request of the Company in suitable circumstances and also in the absolute
discretion of the Debenture holders, subject to the statutory guidelines as may be applicable for the purpose,
revise / pre pone / postpone redemption of the Debentures. Or any part thereof on such terms and conditions as
may be decided by the Company in consultation with the Debenture holders (see Modification of Rights).
6.36 Mode of Subscription/How to Apply
All eligible Investors should refer the operating guidelines for issuance of debt securities on private
placement basis through an electronic book mechanism as available on the website of BSE. Investors will
also have to complete the mandatory know your customer verification process. Investors should refer to the
EBP Guidelines in this respect. The application form will be filled in by each Investor and uploaded in
accordance with the SEBI regulatory and operational guidelines. Applications for the Debentures must be in
the prescribed form (enclosed) and completed in BLOCK LETTERS in English as per the instructions
contained therein.
a) The details of the Issue shall be entered on the EBP Platform by the Issuer at least 2 (two) Business Days
prior to the Issue opening date, in accordance with the Operational Guidelines.
(b) The Issue will be open for bidding for the duration of the bidding window that would be communicated
through the Issuer’s bidding announcement on the EBP Platform, at least 1 (one) Business Day before the
start of the Issue opening date.
Some of the key guidelines in terms of the current Operational Guidelines on issuance of securities on private
placement basis through an EBP mechanism are as follows:
(a) Modification of Bid
Investors may note that modification of bid is allowed during the bidding period / window. However, in the
last 10 (ten) minutes of the bidding period / window, revision of bid is only allowed for improvement of
coupon / yield and upward revision of the bid amount placed by the Investor.
(b) Cancellation of Bid
Investors may note that cancellation of bid is allowed during the bidding period / window. However, in the
last 10 minutes of the bidding period / window, no cancellation of bids is permitted.
(c) Multiple Bids
Investors may note that multiple bid are permitted. Multiple bids by the Arranger to the Issue are permitted
as long as each bid is on behalf of different Investors/ same Investors. Arranger to the Issue can put multiple
bids for same Investor provided the total of all bids entered is not equal to or more than ₹ 15 Crore or 5% of
the Base Issue Size, whichever is lower.
(d) Manner of bidding
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The Issue will be through closed bidding on the BSE EBP platform in line with the BSE EBP Guidelines and
the SEBI EBP Circulars.
(e) Manner of allotment
The allotment will be done on uniform yield basis in line with the BSE EBP Guidelines and the SEBI EBP
Circulars.
(f) Manner of settlement
Settlement of the Issue will be done through ICCL and the account details are given in the section on
Payment Mechanism of this Information Memorandum.
(g) Settlement cycle
The process of pay-in of funds by investors and pay-out to Issuer will be done on T+1 day, where T is the
Bidding Closing Date.
(h) Offer or Issue of executed PPOAL to successful Eligible Investors
The PPOAL along with the application form will be issued to the successful Eligible Investors, who are
required to complete and submit the application form and part B of the PPOAL to the Issuer in order to
accept the offer of Debentures.
No person other than the successful Eligible Investors to whom the PPOAL has been issued by Issuer may
apply for the Issue through the PPOAL and any application form received from a person other than those
specifically addressed will be invalid.
However, Eligible Investors should refer to the Operational Guidelines as prevailing on the date of the bid.
6.37 Basis of Allocation
Beginning from the issue opening date and until the day immediately prior to the Issue closing date, firm
allotment against valid applications for the Debentures will be made to applicants in accordance with
applicable SEBI regulations, operational guidelines of the Exchanges and all applicable laws. At its sole
discretion, the Issuer shall decide the amount of over subscription to be retained over and above the base
Issue size.
According to the SEBI circular SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 allotment to the
bidders on EBP shall be done on the basis of "Yield-time priority". Thus, allotment shall be done first on
"yield priority" basis, however, where two or more bids are at the same yield, then the allotment shall be
done on "time -priority" basis. Further, if two or more bids have the same yield and time, then allotment shall
be done on " pro-rata" basis.
If the proportionate allotment of Debentures to such applicants is not a minimum of one Debenture or in
multiples of one Debenture (which is the market lot), the decimal would be rounded off to the next higher whole
number if that decimal is 0.5 or higher and to the next lower whole number if the decimal is lower than 0.5. All
successful applicants on the Issue closing date would be allotted the number of Debentures arrived at after such
rounding off
6.38 Provisional or Final Allocation
Allocation shall be made on a pro rata basis in the multiples of the bidding lot size, i.e., in multiples of Rs. 10
(ten) Lakh with minimum allotment of Rs 10 lakh. Post completion of bidding process, the Issuer will upload
the provisional allocation on the BSE Debenture EBP Platform. Post receipt of Investor details, the Issuer will
upload the final allocation file on the BSE Debenture EBP Platform.
6.39 Terms of Payment
The full-face value of the Debentures applied for is to be paid along with the Application Form as set out
above.
6.40 Settlement Process
95
The settlement process would be followed as per the relevant operating guidelines of SEBI on EBP.
6.41 Post-Allocation Disclosures by the EBP
Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN, number of successful
bidders, category of the successful bidder(s), etc., in accordance with the EBP circular issued by
SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018, as amended. The EBP shall upload such data, as
provided by the Issuer, on its website to make it available to the public
6.42 Payment on Redemption
Payment on redemption will be made in accordance with the instructions of the Debenture Holder(s) by way of
electronic funds transfer through RTGS system/funds transfer in the name of the Debenture Holder(s) whose
names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date.
The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to
the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s) on the Record
Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the
Debenture Holder(s) with NSDL/CDSL will be adjusted.
On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer
shall stand extinguished.
Cash flow from Debentures
As per SEBI circular no. CIR/IMD/DF-1/122/2016 dated November 11, 2016, illustrative cash flow for
Debentures is as under:
Company XYZ Limited
Face Value (per security) 1,00,000
Issue Date/Date of Allotment 13-11-2013
Redemption 13-11-2018
Coupon Rate 8.95%
Frequency of the Interest Payment with First Interest on 13.11.2014 and subsequently on 13th
specified dates November every year till maturity
Day Count Convention Actual / Actual
Illustrative Cash Flows
Amount
No. of days in Coupon
Date Period (in Rupees)
1st Coupon Thursday, 13 Nov 2014 365.00 8,950.00
2nd Coupon Friday, 13 Nov 2015 365.00 8,950.00
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3rd Coupon Sunday, 13 Nov 2016* 366.00 8,950.00
4th Coupon Sunday, 13 November 2017 365.00 8,950.00
5th Coupon Tuesday,13 Nov 2018 365.00 8,950.00
Principal Tuesday,13 Nov 2018 365.00 1,00,000.00
1,44,750.00
*F.Y. 2016 is a leap year and the coupon payment date is falling on a Sunday, therefore the coupon is paid on next
Business Day Business Day. The interest for such additional period shall be adjusted and paid in the next coupon
cycle. Hence the subsequent coupon payment period remains intact. The Issuer shall consider a Financial Year
format for the purpose of a Leap Year
Disclaimer: Please note that only those persons to whom this Shelf Disclosure Document has been specifically
addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected
without assigning any reason for the same. The list of documents provided above is only indicative, and an
investor is required to provide all that documents / authorizations / information, which are likely to be required
by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents /
information, and can accept or reject an application as it deems fit. Investment by investors falling in the
categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to
invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and
comply with extant rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to
them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches
by any investor, neither is the Issuer required to check or confirm the same.
97
SECTION 7: DECLARATION
The Issuer declares as of the date of this Shelf Disclosure Document that all the relevant provisions in the
regulations/guideline issued by SEBI and other applicable laws have been complied with and no statement made in this
Shelf Disclosure Document is contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable
laws, as the case may be. The information contained in this Shelf Disclosure Document is as applicable to privately placed
debt securities and subject to information available with the Issuer.
The extent of disclosures made in this Shelf Disclosure Document is consistent with disclosures permitted by regulatory
authorities to the issue of securities made by companies in the past.
For IKF Finance Limited

Digitally signed by SRINIVASA
SRINIVASA RAO RAO CHAPALAMADUGU
CHAPALAMADUGU Date: 2020.09.15 11:37:55
+05'30'
_______________________
Name: Ch Sreenivasa Rao

Designation: Company Secretary
Date: 15.09.2020
Place: Vijayawada
98
DECLARATION
We hereby declare that
- a. the company has complied with the provisions of the Act and the rules made thereunder;
b. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of
Debentures, if applicable, is guaranteed by the Central Government;
c. the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;
I am authorized by the Board of Directors of the Company vide resolution number 2 dated 07.01.2020 to sign this
form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the
subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form
and in the attachments thereto is true, correct and complete and no information material to the subject matter of
this form has been suppressed or concealed and is as per the original records maintained by the promoters
subscribing to the Memorandum of Association and Articles of Association It is further declared and verified that all
the required attachments have been completely, correctly and legibly attached to this form.
Signed
Digitally signed by
GOPALA KISHAN GOPALA KISHAN
PRASAD PRASAD VUPPUTURI
VUPPUTURI Date: 2020.09.15
11:25:02 +05'30'
(V.G.K.PRASAD)
Managing Director
Date: 15.09.2020
Place: Vijayawada
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SECTION 8: ANNEXURES
ANNEXURE I
Issuer IKF Finance Limited (“IKF Finance”)
Issue Size Rs. 100 crores (Rupees Hundred Crore Only)
Option to retain
NA
oversubscription
Secured, Redeemable, Non-Convertible, Rated, Listed, Taxable

Type of Instrument
Debentures in the nature of Debentures (“Debentures”)
Nature of Instrument Secured
Issuance Mode In Demat mode only
Trading Mode In Demat mode only
The proceeds of the Issuance will be utilized for the following purposes:
- For onward lending

- for the ordinary course of business of the Issuer including
repayment/re-financing of existing debt
Issue proceeds will not be used for acquisition of land or for investing in
Capital Markets or for the following purposes which are not eligible for
bank finance:
1.Bills discounted / rediscounted by the Issuer - except for

rediscounting of bills discounted by NBFCs arising from sale of -
(a) commercial vehicles (including light commercial vehicles), and
(b)two wheeler and three wheeler vehicles, subject to the following

conditions :
Objects of the Issue
• the bills should have been drawn by the manufacturer on dealers
only;
•the bills should represent genuine sale transactions as may be

ascertained from the chassis / engine number; and
• before rediscounting the bills, banks should satisfy themselves about

the bona fides and track record of NBFCs which have discounted
the bills.
2. Investments of the Issuer both of current and long-term nature, in any

company / entity by way of shares, Debentures.
3.Unsecured loans / inter-corporate deposits by the Issuer to / in any

company.
4.All types of loans and advances by the Issuer to their subsidiaries,

group companies / entities.
5.Further lending to individuals for subscribing to Initial Public
100
Offerings (IPOs) and for purchase of shares from secondary market.
The proceeds of this Issue shall not be used for any purpose, which may
be in contravention of the government/RBI/SEBI/other regulatory
guidelines
The proceeds of the Issuance will be utilized for the following purposes:
- General corporate purposes

- for the ordinary course of business of the Issuer including
repayment/re-financing of existing debt
Issue proceeds will not be used for acquisition of Land or for investing
in Capital Markets and for purposes not eligible for Bank Finance:
1.Bills discounted / rediscounted by the Issuer - except for

rediscounting of bills discounted by NBFCs arising from sale of -
(a) commercial vehicles (including light commercial vehicles), and
(b)two wheeler and three wheeler vehicles, subject to the following

conditions :
• the bills should have been drawn by the manufacturer on dealers

only;
Utilization of Issue Proceeds •the bills should represent genuine sale transactions as may be
ascertained from the chassis / engine number; and
• before rediscounting the bills, banks should satisfy themselves about

the bona fides and track record of NBFCs which have discounted
the bills.
2. Investments of the Issuer both of current and long-term nature, in any

company / entity by way of shares, Debentures.
3. Unsecured loans / inter-corporate deposits by the Issuer to / in any

company.
4. All types of loans and advances by the Issuer to their subsidiaries,

group companies / entities.
5. Further lending to individuals for subscribing to Initial Public

Offerings (IPOs) and for purchase of shares from secondary market.
The proceeds of this Issue shall not be used for any purpose, which may
be in contravention of the government/RBI/SEBI/other regulatory
guidelines
1. Debentures are secured by way of exclusive floating charge on

receivables to the extent of 133% of principal amount of
Debentures outstanding and interest thereon.
Security
If the Security Cover falls below 1.33 times on any account, including
upon enforcement of the Hypothecated Assets to meet shortfall in
payment of the coupon on the Debentures, the Company shall within 30
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(thirty ) Business Days of such occurrence, hypothecate further assets

or such additional security as may be acceptable to the Debenture
Trustee to maintain the Asset Cover.
Seniority Senior
Contribution being made by the

promoters or directors either as
Nil
part of the offer or separately in
furtherance of such objects
Mode of Issue Private Placement
Proposed to be listed on the Wholesale Debt Market Segment (WDM) of

Listing
BSE
Trustees IDBI Trusteeship Services Limited
Credit Rating CARE A
Credit Enhancement Nil
Face Value Rs. 10 Lakhs per Debenture
Premium on issue Nil
Discount on issue Nil
Issue Price At par, Rs. 10 Lakhs per Debenture
Premium on redemption Nil
Discount on redemption Nil
Minimum Application 10 Debentures and in multiples of 1 Debenture thereafter
Tenor 1 Year 6 Months from the deemed date of allotment
Put Option None
Put Option Price Not Applicable
Put Option Date Not Applicable
Put Notification Time Not Applicable
Call Option None
Call Option Price Not Applicable
Call Option Date Not Applicable
Call Notification Time Not Applicable
Coupon Rate 9.25% Per Annum
Redemption/ Maturity Amount At Par
Redemption Date 18.03.2022
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If Rating goes down by “single” notch from the existing level of A, the
rate of interest shall increase by 25 basis points for every notch
downward over and above the prevailing coupon rate immediately
Step Up Coupon Rate
prior to such rating downgrade. Such enhanced coupon rate shall be
applicable from the date of issue of the rating downgrade, by any rating
agency, to the residual maturity of Debentures
Step Down Coupon Rate None
Coupon Payment Frequency Yearly
1st Coupon date 18.09.2021

Coupon Payment Dates
2nd and Final Coupon date 18.03.2022
Coupon Type Fixed
Coupon Reset None
Day Count Basis Actual/Actual
Issue Timing
1. Issue Opening Date 17-Sep-2020
2. Issue Closing Date 17-Sep-2020
3. Pay-in Date 18-Sep-2020
4. Deemed Date of Allotment 18-Sep-2020
2% (Two percent) over and above the Coupon Rate per annum, for the
defaulting period, in the event the Issuer fails to make any payments of
Default Interest Rate
Interest and/or principal redemption to the Debenture Holders on their
respective due dates.
Payment of interest and repayment of principal shall be made by way of

Settlement Mode cheque(s)/ credit through RTGS/ Electronic Fund Transfer or any other
electronic mode offered by the Banks
Bid Timing 10.00 am to 2.00 pm
Settlement Cycle for EBP [T+1]
Type of Bidding Closed bidding
Manner of Allotment Uniform – yield
Depositories NSDL
Registrar Bigshare Services Private Limited
Valuer Not Applicable
‘Business Day’ shall be a day on which commercial banks are open for
business in the city of Mumbai, Maharashtra and when the money
market is functioning in Mumbai. If the date of payment of
Business Day Convention interest/redemption of principal does not fall on a Business Day, the
payment of interest/principal shall be made in accordance with SEBI
Circular CIR/IMD/DF-1/122/2016 dated November 11, 2016.
If any of the Coupon Payment Date(s), other than the ones falling on the
redemption date, falls on a day that is not a Business Day, the payment
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shall be made by the Issuer on the immediately succeeding Business

Day, which becomes the coupon payment date for that coupon.
However, the future coupon payment date(s) would be as per the
schedule originally stipulated at the time of issuing the Debentures. In
other words, the subsequent coupon payment date(s) would not be
changed merely because the payment date in respect of one particular
coupon payment has been postponed earlier because of it having fallen
on a non-Business Day.
If the redemption date of the Debentures falls on a day that is not a

Business Day, the redemption amount shall be paid by the Issuer on the
immediately preceding Business Day which becomes the new
redemption date, along with interest accrued on the Debentures until
but excluding the date of such payment.
The Record Date shall be 15 Calendar days prior to each coupon

Record Date
payment date / redemption date.
a) Banks and Financial Institutions

b) FIIs
c) Mutual Funds
d) Insurance Companies
e) Provident and Pension and Gratuity Funds
Investors who are eligible to f) Companies and Bodies Corporate including Public Sector
apply Undertakings
g) Individuals and Hindu Undivided Families
h) Partnership Firms
i) Any other investor authorized to invest in these Debentures
Applications can only be made by the applicants / Institutions to whom
this offer is addressed.
The Issuer shall execute the documents including but not limited to
the following, as required, in connection with the Issue as per latest SEBI
guidelines / Companies Act, 2013 (as applicable) for issuance of NCDs through
Private Placement:
1. Letter appointing Trustees to the Debenture Holders;
2. Debenture Trusteeship Agreement;
3. Debenture Trust Deed;
4. Deed of Hypothecation;
5. Information Memorandum;
6. Board Resolution authorizingand/ or a resolution of a committee of the
board of directors authorising this Issuance;
Transaction Documents 7. Rating Letter
8. Undertaking certifying that the total issuance covered under PCGS by IKF
Finance Limited to all PSBs shall be capped at 1.25 times of Company's
total maturing liabilities over a period of six months from the date of
issue of NCDs/ CPs. A copy of the same to be submitted to Debenture
Trustee and the branch (SBI CB Hyderabad) each.
9. Undertaking certifying that the Company will rework the Asset Liability
structure within three months to have positive ALM in each bucket for
the first three months and on cumulative basis for the remaining
period. A copy of the same to be submitted to Debenture Trustee and the
branch (SBI CB Hyderabad) each.
10. Any other documents as may be specified by the Debenture Trustee
The Issuer undertakes that it has executed/ shall execute the

documents including but not limited to the following in connection with
Issuer’s Undertaking
the Issue:
1. Tripartite Agreement between the Issuer; Registrar and NSDL for
104
issue of Debentures in dematerialized form;
2. Tripartite Agreement between the Issuer, Registrar and CDSL for

issue of Debentures in dematerialized form;
3. Letter appointing Bigshare Services Private Limited as Registrar
The Issuer represents and warrants to the Investor or its successors or

assigns, prior to and upon the execution of the Transaction
Documents/Agreement and at the time of issuance of the Debentures
and at all time during the currency of the Transaction Documents, that:
1. The Issuer is duly incorporated, validly existing, and in good

standing;
2. The Issuer is authorized to enter into the Transaction Documents,
and the Transaction Documents are a valid and binding obligation
of the Issuer enforceable in accordance with its terms; and the
execution and performance of the Transaction Documents by the
Issuer is lawful and does not constitute a default, acceleration or
termination of any other agreement to which the Issuer is a party
or breach of any judgment, decree, order or award.
3. All information provided by the Issuer to the Investor at any time
is true, complete, and accurate,
4. The Issuer is the sole owner of all assets shown on the Issuer’s
financial statements delivered to the Investor save and except as
stated in the said financial statements.
5. The Issuer is solvent and capable of paying its obligations as and
when they become due.
6. There is no material litigation including winding up proceedings or
governmental proceeding pending against the Issuer and the
Issuer is not aware of any such proceeding being threatened,
which could impair the Issuer’s net worth or ability to perform this
Conditions precedent to Agreement.
subscription of Debentures 7. The Issuer maintains and shall maintain accurate business and
financial records and prepares and shall prepare its financial
statements in accordance with generally accepted accounting
principles.
8. In case the Issuer is a Company under the Companies Act, 1956 or
Companies Act, 2013, as the case may be:-
i. All corporate authorizations required for entering into the
Transaction Documents and performing the transactions
pursuant hereto have been obtained and are in full force and
effect, and the Transaction Documents and all transactions
pursuant hereto are and will be in accordance with all
applicable provisions of law;
9. Obligation hereunder are not in conflict with any other obligations
of the Issuer
10. The execution of Transaction Documents is binding on the Issuer
and such executed documents are valid and admissible in evidence
in the court of law.
11. There is no Material Adverse Change occurred or event of default
has occurred or continuing with respect to the Issuer and no such
event or circumstance would occur as a result of its executing the
Transaction Documents or performance of any obligation there
under.
12. The Investor or it’s successors and assigns shall have a exclusive
floating charge on the identified business loan receivables of our
Company
13. The Issuer shall take appropriate measures and/or authorization
105
to create Security in favour of the Trustees or its successors and

assigns and avail the financial indebtedness.
14. The Issuer shall have good title to assets, to be provided as
security.
The Issuer shall ensure that the following documents are executed/
activities are completed as per time frame mentioned elsewhere in this
Private Placement Offer Letter:
1. Ensuring that the payment made for subscription to the

Debentures is received from the bank account of the person/
entity subscribing to the Debentures and keep record of the bank
accounts from where payments for subscriptions have been
received. In case of subscription to the Debentures to be held by
joint holders, application monies is received from the bank
account of the person whose name appears first in the Application
Form;
2. Maintaining a complete record of private placement offers in Form
Conditions subsequent to
PAS-5;
subscription of Debentures 3. Filing a return of allotment of Debentures with complete list of all
Debentureholders in Form PAS-3 under section 42 of the
Companies Act, 2013, with the Registrar of Companies, Chennai
on the Deemed Date of Allotment along with fee as provided in the
Companies (Registration Offices and Fees) Rules, 2014;
4. Credit of demat account(s) of the allottee(s) by number of
Debentures allotted within two working days from the Deemed
Date of Allotment;
5. Receipt listing approval from BSE within 15 days from the Deemed
Date of Allotment of Debentures;
Besides, the Issuer shall perform all activities, whether mandatory or
otherwise, as mentioned elsewhere in the Private Placement Offer
Letter.
Rating Covenant
1. If Rating goes down by “single” notch from the existing level of

A, the rate of interest shall increase by 25 basis points for every
notch downward over and above the prevailing coupon rate
immediately prior to such rating downgrade. Such enhanced
coupon rate shall be applicable from the date of issue of the
rating downgrade, by any rating agency, to the residual
maturity of Debentures.
Covenants 2. If the rating of the company goes below BBB- then the
Debenture holder shall have right for accelerated redemption
and it shall lead to full redemption of the Debentures.
Financial Covenants
1. Capital adequacy of the company should not fall below 15% during
entire tenor of Debenture till maturity.
2. Debt equity ratio should be maintained below 6.00 during entire
106
tenor of Debenture till maturity.
3. Promoter’s controlling stake shall be maintained to till the maturity

of the Debentures)
All covenants would be tested on quarterly basis for the Company, i.e. as
on 31st March, 30th June, 30th September and 31st December every year,
on consolidated and standalone balance sheet till the redemption of the
Debentures.
The covenants shall be certified by the Company within 45 (Forty-Five)

calendar days from the end of each financial half year.
Reporting Covenants
Quarterly Reports – within 45 (Forty Five) calendar days from the

end of each financial quarter
a) Information on financials
b) List of Board of Directors
c) Shareholding Pattern
d) Financial covenant compliance certificate signed by a Director
or the Chief Financial Officer/Treasury Head
Annual Reports – within 120 (One Hundred and Twenty) calendar

days from the end of each financial year
a) Audited financial statements
Event Based Reports – within 15 (Fifteen) Business Days of the event

occurring
a) Change in list of Board of Directors

b) Changes in accounting policy, which have a material impact and
excluding changes required due to compliance with statutory
requirements
c) Change in Shareholding structure
d) Change in senior management officials (any CXO or equivalent)
e) Snapshot of Board approved annual business plan
f) Change in the constitutional documents of the Company
g) Material Adverse Effect
h) Any dispute, litigation, investigation or other proceeding which
could result in a Material Adverse Effect.
i) Winding up proceedings
j) IBC related application/petition
Affirmative Covenants
1. To utilise the proceeds of this issue in accordance with applicable

laws and regulations
2. To comply with corporate governance, fair practices code
prescribed by the RBI
107
3. To comply with latest regulatory guidelines, including on LCR, if

applicable
4. Notification of any potential Event of Default or Event of Default;
5. Obtain, comply with and maintain all licenses / authorizations
6. Permit visits and inspection of books of records, documents and
accounts to Debenture Trustee as and when required by them
7. Comply with any monitoring and/or servicing requests from
Debenture Trustee
Other Covenant
1. Security Creation: In the event of delay in execution of Debenture

Trust Deed within three months of the issue closure, the Company
shall pay penal interest at the rate of 2.00% p.a. over the Coupon
Rate till these conditions are complied with or refund the
subscription (ie. redemption at par) along with other
monies/accrued interest due in respect thereof, at the option of
the Debentureholders;
2. Default in Payment: In case of default in payment of interest and/

or principal redemption on the due dates, the Company shall pay
additional interest at the rate of 2.00% p.a. over the Coupon Rate
for the defaulting period i.e. the period commencing from and
including the date on which such amount becomes due and upto
but excluding the date on which such amount is actually paid.
3. Delay in Listing: The Company shall receive listing approval from

BSE within 20 days from the Deemed Date of Allotment of
Debentures In case of delay in listing of the Debentures beyond 15
days from the Deemed Date of Allotment, the Company shall pay
penal interest at the rate of 1.00% p.a. over the Coupon Rate from
the expiry of 30 days from the Deemed Date of Allotment till the
listing of Debentures to the Debentureholder(s).
The interest rates mentioned in above covenants shall be independent
of each other.
In case any of the “Covenants” is breached and continues breached for a

period of 30 days from such breach coming to notice, the Primary
Debentureholder would reserve the right to recall the outstanding
principal amount on the NCDs (ie. redemption at par) along with other
monies/accrued interest due in respect thereof.
Representations & Warranties 1. The Company is registered as an NBFC

2. No Event of Default has occurred and is continuing on the date
of this transaction
3. No conflict with other obligations / constitutional documents
4. No Material Adverse Change in business, condition or
operations of the Issuer
5. Company has the power and authority to issue Debentures and
such Transactions Documents are valid and admissible in
evidence
6. Absence of any pending or threatened litigation, investigation
or proceedings that may have a material adverse effect on the
business condition (financial or otherwise), operations,
performance or prospects of the Issuer or that purports to
affect the Facility
108
7. Illegality
And as set out in greater detail in the Transaction Documents.
Indemnification The Issuer will indemnify, and hold harmless the Debenture Holders
from and against any claim, liability, demand, loss, damage, judgment or
other obligation or right of action which may arise as a result of breach
of this Term Sheet by the Issuer or its Promoter/s.
Occurrence of any of the following events constitutes an event of

default with respect to the Issuer:
 The Issuer shall fail to promptly pay any amount now or

hereafter owing to the Investors as and when the same shall
become due and payable; or
 If the Issuer fail to duly observe or perform any obligation
under this agreement or under any agreement entered into by
it in connection with any loans or other borrowings (including
any kind of hybrid borrowing like FCCB , optionally
convertible preference shares or Debentures) availed of by
the Issuer and the lender or investor concerned; or
 Breach of any of the key covenants, as specified above, which
are not remedied within such period of time, if any, as the
Debenture Trustee (acting on the instructions of the Majority
Debenture Holders) may allow.
 Breach of any of the covenants (including any representation
or warranty is held to be untrue, incomplete, incorrect or
misleading in material (“material adverse changes”)form
contained in the Transaction Documents which are not
remedied within 15 days from the date of such breach.
 the Issuer entering into any material arrangement or
composition with his/her/its/their creditors or committing
any act of insolvency, or any act the consequence of which
Event of Defaults may lead to the insolvency or winding up of the Issuer;
 execution or distress or other process being enforced or levied
upon or against the whole or any part of the Issuer’s property
whether secured to the Investor or not;
 any order being made or a Resolution being passed for the
winding up of the Issuer (except for the purpose of
amalgamation or reconstruction with the prior approval of the
Investor);
 a Receiver being appointed in respect of the whole or any part
of the property of the Issuer;
 the Issuer being adjudicated insolvent or taking advantage of
any law for the relief of insolvent debtors;
 the Issuer ceasing or threatening to cease to carry on business
or giving or threatening to give notice of intention to do so;
 Inability to pay debts, proceedings of winding up, or the
Issuer’s being declared or considered to be a sick company, or
a relief undertaking or a protected company or a sick
industrial company or a protected industrial company or
otherwise, under any law, statute, rule, ordinance etc. which
would have the effect of suspending or waiving all or any right
against the Issuer or in respect of any contract or agreement
concerning the Issuer,
 The passing of any order of a court ordering, restraining or
otherwise preventing the Issuer from conducting all or any
material part of its business; or
 The cessation of business by or the dissolution, winding-up,
109
insolvency or liquidation of the Issuer.

 Events of default considered appropriate for the transaction of
this nature including:
1. Breach of any of the covenants, representations and warranties.
Cure period for (a) any breach of key covenants to be given at the
sole discretion of the Investor, and (b) breach of any other
covenants, representation and warranties to be cured within 30
days.
2. Failure to file a Form CHG 9 with the Registrar of Companies in
form and substance required to perfect the Security within 30
days from the Date of Disbursement (or creation of security if
creation is to happen later)
3. Security provided being invalid security or loss of lien on
collateral
4. Unlawfulness or unenforceability of finance or security
5. Repudiation of any Transaction Document
6. Illegality for the Issuer to perform any of its obligations under the
Transaction Document
7. The withdrawal, failure of renewal, or failure to obtain any
statutory or regulatory approval in any relevant jurisdiction for
the Debentures or any Security.
8. Representations or Warranties are found to be untrue or
misleading when made or deemed to be made.
9. Cross default/ default with any other financial indebtedness of
the Issuer.
10. The security cover falls below 1.33 times of the Outstanding
principal amount and interest thereon, at any time during the
currency of the Debentures and if the Issuer fails to reinstate to
1.33 times within 30 working days.
On the question whether any of the acts, matters, events or
circumstances mentioned in sub-clauses (i) to (xi) and (xiii) above have
happened, the opinion of the Trustee in concurrence with majority
Debenture holders shall be final and conclusive and be binding on the
Issuer.
The Trustees shall perform its duties and obligations and exercise
its rights and discretions, in keeping with the trust reposed in the
Trustees by the holder(s) of the Debentures and shall further conduct
itself, and comply with the provisions of all applicable laws. The
Role and Responsibilities of Trustees shall carry out its duties and perform its functions as required
Trustees to discharge its obligations under the terms of SEBI Debt
Regulations, the Securities and Exchange Board of India (Debenture
Trustees) Regulations, 1993, the Debenture Trusteeship Agreement,
Disclosure Document and all other related transaction documents, with
due care, diligence and loyalty.
The Issuer agrees to comply with all applicable rules and regulations in
respect of the transaction. The Issuer will be responsible for taking all
Approvals
necessary authorization and / or approvals internal, external
regulatory, statutory or otherwise
The Debentures are governed by and shall be construed in accordance

Governing Law and Jurisdiction with the existing laws of India. Any dispute arising thereof shall be
subject to the jurisdiction of district courts of Mumbai, Maharashtra
ANNEXURE II
110
[Trustee Consent Letter]
ANNEXURE III
111
RATING LETTER
112
113
114
ANNEXURE IV: APPLICATION FORM
IKF FINANCE LIMITED
A public limited company incorporated under the Companies Act, 1956
Date of Incorporation: May 30, 1991; CIN: U65992AP1991PLC012736
Registered Office: 40-1-144, Corporate Centre, M.G. Road, Vijayawada - 520 010.
Telephone No.: 91+866+2474644; Fax No.: 91+866+2485755
Email: contact@ikffinance.com; Website: https://www.ikffinance.com/
DEBENTURE SERIES APPLICATION FORM SERIAL NO. - - - - -
Issue of 1000 Secured Rated, Listed, Fully Paid up, Senior, Secured, Redeemable, Taxable Non-Convertible
Debentures of face value of Rs.10,00,000/- (Rupees Ten Lakh only) each, aggregating up to Rs 100,00,00,000/-
(Rupees One Hundred only) on a private placement basis (the “Issue”)
DEBENTURE SERIES APPLIED FOR:
Number of Debentures: 1000 In words: One Thousand only
Amount Rs._100,00,00,000/-In words Rupees : One Hundred Crore Only
DETAILS OF PAYMENT:
Cheque / Demand Draft / RTGS
No. _____________ Drawn on_____________________________________________
Funds transferred to IKF Finance Limited
Dated ____________
Total Amount Enclosed
(In Figures) Rs.100,00,00,000_/-_(In words) Rupees One Hundred Crore_Only
115
APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S ADDRESS
ADDRESS
STREET
CITY
PIN PHONE FAX
APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____
WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________
We have read and understood the Terms and Conditions of the issue of Debentures including the Risk Factors described in
the Memorandum and have considered these in making our decision to apply. We bind ourselves to these Terms and
Conditions and wish to apply for allotment of these Debentures. We request you to please place our name(s) on the
register of Debenture holders.
Name of the Authorized Signatory(ies) Designation Signature
Applicant’s Signature:
We the undersigned, are agreeable to holding the Debentures of the Company in dematerialized form. Details of my/our
Beneficial Owner Account are given below:
116
DEPOSITORY NSDL /CDSL
DEPOSITORY PARTICIPANT NAME
DP-ID
BENEFICIARY ACCOUNT NUMBER
NAME OF THE APPLICANT(S)
Applicant Bank Account:
(Settlement by way of Cheque / Demand Draft / Pay Order /

Direct Credit / ECS / NEFT/RTGS/other permitted
mechanisms)
FOR OFFICE USE ONLY
DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________
(Note: Cheque and Drafts are subject to realisation)
We understand and confirm that the information provided in the Shelf Disclosure Document is provided by the Issuer and
the same has not been verified by any legal advisors to the Issuer, and other intermediaries and their agents and advisors
associated with this Issue. We confirm that we have for the purpose of investing in these Debentures carried out our own
due diligence and made our own decisions with respect to investment in these Debentures and have not relied on any
representations made by anyone other than the Issuer, if any.
We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would get
credited to the extent of allotted Debentures, ii) we must ensure that the sequence of names as mentioned in the
Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Application
this application are not identical and also not in the same order as the Beneficiary Account details with the above
mentioned Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any reason
whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Debentures in
physical form.
We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as
to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Arranger (or to
any person acting on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or
damage. We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all
the terms and conditions contained herein and in this Shelf Disclosure Document to such Transferee. In the event of any
Transferee (including any intermediate or final holder of the Debentures) suing the Issuer (or any person acting on its or
their behalf) we shall indemnify the Issuer and the Arranger (and all such persons acting on its or their behalf) and also
hold the Issuer and Arranger and each of such person harmless in respect of any claim by any Transferee.
117
Applicant’s
Signature
FOR OFFICE USE ONLY
DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________
(Note : Cheque and Drafts are subject to realisation)
-------------------------------------------------(TEAR HERE)--------------------------------------------
ACKNOWLEDGMENT SLIP
(To be filled in by Applicant) SERIAL NO. 1 - - - - - - - -
Received from _______________________________________________
Address________________________________________________________________
______________________________________________________________________
Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of

_____________________ Debenture
118
ANNEXURE V
Repayment Schedule
Name of the Issuer IKF Finance

Issue Amount 100 crores
Deemed Date of
Friday, 18 September, 2020
Allotment
Pay-in Date Friday, 18 September, 2020
Redemption Date Friday, 18 March, 2022
Tenor 18 Months
Interest Payment
Yearly
Frequency
Coupon 9.25%
Face Value 10,00,000.00
First Interest on Saturday, 18 September, 2021
Day Count Convention Actual/Actual
For the purpose of clarity, illustration on Coupon Payment Date(s) and Redemption Date for 1 Debenture
of Rs. 10,00,000 each is given in the following table:
Amount (In
Cash Flow Due Date Payment Date
Rupees)
1st Coupon Saturday, 18 September, 2021 Saturday, 18 September, 2021 92,500.00
2nd Coupon Friday, 18 March, 2022 Friday, 18 March, 2022 45,869.86
Principal Payment Friday, 18 March, 2022 Friday, 18 March, 2022 10,00,000.00
119

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SHELF DISCLOSURE DOCUMENT

IKF FINANCE LIMITED

ISSUER’S ABSOLUTE RESPONSIBILTY

SRINIVASA Digitally signed by

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

IDBI Trusteeship Services Limited Bigshare Services Private Limited

SECTION 1: DEFINITIONS AND ABBRIEVIATIONS 4

SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS 11

SECTION 3: RISK FACTORS 16

SECTION 4: REGULATORY DISCLOSURES 21

SECTION 5: TRANSACTION DOCUMENTS AND KEY TERMS 68

SECTION 6: DISCLOSURES PERTAINING TO WILFUL DEFAULT 83

SECTION 7: OTHER INFORMATION AND APPLICATION PROCESS 84

SECTION 9: ANNEXURES 100

SECTION 1: DEFINITIONS AND ABBRIEVIATIONS

Board/Board of Directors The Board of Directors of the Issuer

BSE Means BSE Limited

CARE CARE Ratings Limited

CIN Corporate Identification Number

The Deemed Date of Allotment of the Debentures comprised in each Series/Tranche

DP ID Depository Participant Identification Number.

means in relation to an entity any indebtedness without double counting for or in

g) any derivative transaction entered into in connection with protection against

h) shares which are expressed to be redeemable or (B) any shares or

j) any counter-indemnity obligation in respect of a guarantee, indemnity,

Generally Accepted Accounting Principles prescribed by the Institute of Chartered

or repayment of borrowed money, whether present or future, actual or contingent

Rated, Listed, Fully Paid up, Senior, Secured, Redeemable, Taxable,

Issuer/Company IKF Finance Limited

Means any applicable law, code, ordinance, interpretation, guideline, directive,

Means the effect or consequence of an event, circumstance, occurrence or condition

NBFC Non- Banking Financial Company

N.A. Not Applicable.

NSDL Means National Securities Depository Limited

Shall mean principal balance of loans securitized, assigned, originated on behalf of

RBI Means the Reserve Bank of India

ROC Means the jurisdictional Registrar of Companies

SEBI Means the Securities and Exchange Board of India

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

same), now or hereafter imposed by Law by any Governmental Authority and as

TDS Tax Deducted at Source.

WDM Wholesale Debt Market.

An Issuer who is categorized as a wilful defaulter by any Bank or financial institution

SECTION 2: NOTICE TO INVESTORS AND DISCLAIMERS

2.1 GENERAL DISCLAIMER

2.2 ISSUER’S DISCLAIMER

2.3 DISCLAIMER CLAUSE OF STOCK EXCHANGES

2.4 DISCLAIMER CLAUSE OF SEBI

2.5 DISCLAIMER CLAUSE OF RBI

2.6 DISCLAIMER CLAUSE OF THE SOLE ARRANGER

Please note that:

Information Memorandum in any jurisdiction where such action is required. The

2.7 DISCLAIMER IN RESPECT OF JURISDICTION

2.8 DISCLAIMER IN RESPECT OF RATING AGENCIES

2.9 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

2.11 FORCE MAJEURE

i. REPAYMENT IS SUBJECT TO THE CREDIT RISK OF THE ISSUER.

ii. THE SECONDARY MARKET FOR DEBENTURES MAY BE ILLIQUID.

iii. CREDIT RISK & RATING DOWNGRADE RISK

iv. CHANGES IN INTEREST RATES MAY AFFECT THE PRICE OF NCDs.

v. TAX CONSIDERATIONS AND LEGAL CONSIDERATIONS

vi. ACCOUNTING CONSIDERATIONS

viii. LEGALITY OF PURCHASE