Prospectus

July 15, 2024

KOSAMATTAM FINANCE LIMITED

Our Company was incorporated on March 25, 1987, as ‘Standard Shares and Loans Private Limited’, a private limited company under the Companies Act, 1956 with a certificate of incorporation issued
by Registrar of Companies, Kerala at Kochi (“RoC”). The name of our Company was changed to ‘Kosamattam Finance Private Limited’ pursuant to a resolution passed by the shareholders of our
Company at the EGM held on June 2, 2004 and a fresh certificate of incorporation dated June 8, 2004 issued by the RoC. Subsequently, upon conversion to a public limited company pursuant to a special
resolution of the shareholders of our Company dated November 11, 2013, the name of our Company was changed to ‘Kosamattam Finance Limited’ and a fresh certificate of incorporation was issued by
the RoC on November 22, 2013. Our Company has obtained a certificate of registration dated December 19, 2013 bearing registration no. B-16.00117 issued by the Reserve Bank of India (“RBI”) to
carry on the activities of a non-banking financial company without accepting public deposits under Section 45 IA of the RBI Act, 1934. Our Company has obtained a full-fledged money changers license
bearing license number FE. KOC.FFMC.40/2006 dated February 07, 2006 issued by the RBI which is valid up to February 28, 2025. Our Company holds a Certificate of Registration dated May 28, 2014
bearing Registration Number IN–DP–CDSL–717-2014 issued by the SEBI to act as Depository Participant in terms of Regulation 20 of the Securities and Exchange Board of India (Depositories and
Participants) Regulations, 1996. Further, our company holds a Certificate of Renewal Registration dated March 28, 2022 bearing registration number - CA0179 issued by the IRDAI to commence/carry
business in the capacity of a Corporate Agent (Composite) under the Insurance Regulatory and Development Authority Act, 1999, valid up to March 31, 2025. For details of changes in our name and
registered office, see “History and Certain Other Corporate Matters” on page 127.
Registered Office and Corporate Office: Kosamattam City Centre, Floor Number 4th & 5th, T.B Road, Kottayam - 686001, Kerala, India; Tel: +91 481 258 6400
Company Secretary and Compliance Officer/ Contact Person: Sreenath P; E-mail: cs@kosamattam.com; Tel: +91 481 258 6506
Chief Financial Officer: Annamma Varghese C.; E-mail: cfo@kosamattam.com; Tel: +91 481 258 6451
Corporate Identity Number: U65929KL1987PLC004729; Permanent Account Number: AACCK4277A; Website: www.kosamattam.com
PUBLIC ISSUE BY KOSAMATTAM FINANCE LIMITED, (“COMPANY” OR “ISSUER”) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF
₹ 1,000 EACH (“NCDS”), AT PAR, AGGREGATING UP TO ₹ 10,000 LAKHS, HEREINAFTER REFERRED TO AS THE “BASE ISSUE” WITH AN OPTION TO RETAIN OVER-
SUBSCRIPTION UP TO ₹ 10,000 LAKHS, AGGREGATING UP TO ₹ 20,000 LAKHS, HEREINAFTER REFERRED TO AS THE “OVERALL ISSUE SIZE” (THE “ISSUE”). THIS ISSUE
IS BEING MADE PURSUANT TO THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON - CONVERTIBLE SECURITIES)
REGULATIONS, 2021, AS AMENDED (THE “SEBI NCS REGULATIONS”), THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER, EACH AS AMENDED (THE
“COMPANIES ACT, 2013”) AND THE SEBI MASTER CIRCULAR.
PROMOTERS OF THE COMPANY
Mathew K. Cherian, Email: Email: md@kosamattam.com; Tel: 04812586401; (ii) Laila Mathew, Email: lailamathew02111957@gmail.com ; Tel: 9447170695; and (iii) Jilu Saju Varghese Email:
jiluhere@outlook.com; Tel:04812586500. For further details, see “Our Promoters” on page 140.
GENERAL RISKS
For taking an investment decision, the investors must rely on their own examination of our Company and the Issue, including the risks involved. Specific attention of the investors is invited to “Risk
Factors” on page 20 and “Material Developments” on page 144, before making an investment in such Issue. This Prospectus has not been and will not be approved by any regulatory authority in India,
including the Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), the RoC, or any stock exchange in India.
COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS
For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date and Maturity Amount of the NCDs, see “Terms of the Issue” on page 216. For details relating to eligible investors, see
“Issue Structure” on page 201. The Issue is not underwritten.
CREDIT RATING
The NCDs proposed to be issued under this Issue have been rated “IND A-/Stable”, by India Ratings & Research Private Limited (“IRRPL”) for an amount up to ₹ 20,000 lakhs vide its letter dated June
26, 2024 and rating rationale dated June 26, 2024. The rating of NCDs by IRRPL indicates that securities with this rating are considered to have adequate degree of safety regarding servicing of financial
obligations and carry low credit risk. This rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating given by IRRPL is valid as on the date of
this Prospectus and shall remain valid on date of the issue and allotment of NCDs and the listing of the NCDs on BSE. The rating provided by rating agency may be suspended, withdrawn or revised at
any time by the assigning rating agency on the basis of new information etc., and should be evaluated accordingly. Please refer to page 354 for the rationale for the above rating and rationale.
PUBLIC COMMENTS
The Draft Prospectus dated July 3, 2024 wasfiled with BSE pursuant to Regulation 27 of the SEBI NCS Regulations and is open for public comments for a period of 7 (seven) Working Days i.e. until 5
p.m. on July 12, 2024.
LISTING
The NCDs offered through this Prospectus are proposed to be listed on the BSE Limited (“BSE”). Our Company has obtained ‘in-principle’ approval for this Issue from BSE vide their letter dated July
15. BSE shall be the Designated Stock Exchange for this Issue.
LEAD MANAGER TO THE ISSUE DEBENTURE TRUSTEE* REGISTRAR TO THE ISSUE

SMC CAPITALS LIMITED VISTRA ITCL (INDIA) LIMITED KFIN TECHNOLOGIES LIMITED
A-401/402, Lotus Corporate Park, The Capital Building, Unit No 505-A2, Selenium Tower B, Plot No – 31 & 32, Gachibowli, Financial
Off Western Express Highway, Bandra Kurla Complex, District, Nanakramguda, Serilingampally,
Jai Coach Signal, Goregaon (East), Bandra (East), Mumbai – 400 051, Hyderabad, - 500 032, Telangana, India
Mumbai – 400063, Maharashtra, India Telephone: +91 40 6716 2222
Telephone: +91 22 6648 1818 Email: itclcomplianceofficer@vistra.com Fax: +91 40 6716 1563
Fascimile: +91-22-6734 1697 Investor Grievance Email: itclcomplianceofficer@vistra.com Email: kosamattam.ncdipo24@kfintech.com
E-mail: kfl.ncd@smccapitals.com Website: www.vistraitcl.com Investor Grievance Email: einward.ris@kfintech.com
Investor Grievance Email: investor.grievance@smccapitals.com Contact Person: Jatin Chonani Website: www.kfintech.com
Website: www.smccapitals.com SEBI Registration Number: IND000000578 Contact Person: M Murali Krishna
Contact Person: Bhavin Shah SEBI Registration Number: INR000000221
SEBI Registration Number: INM00011427
CREDIT RATING AGENCY STATUTORY AUDITOR
M/S. SGS & COMPANY, CHARTERED ACCOUNTANTS
X/657/B, CA-MED Tower,
Pallikulam Road,
INDIA RATINGS & RESEARCH PRIVATE LIMITED Near Chaldean Centre,
Wockhardt Towers, 4th Floor, West Wing, Bandra Kurla Complex, Thrissur – 680 001
Bandra (E), Mumbai-400 051 Telephone: +91-487-2446109, 2425420
Telephone: +91-22-4000 1700 Email: mail@sgsandcompany.com
E-mail: infogrp@indiaratings.co.in Website: sgsandcompany.com
Website: www.indiaratings.co.in Contact Person: CA Sanjo. N.G, F.C.A, D.I.S.A. (ICAI)
Contact Person: Ismail Ahmed
SEBI Registration Number: IN/CRA/002/1999
ISSUE PROGRAMME**
ISSUE OPENS ON JULY 19, 2024 ISSUE CLOSES ON AUGUST 1, 2024 **
*Vistra ITCL (India) Limited, by its letter dated June 26, 2024 has given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Prospectus and in all the subsequent periodical communications
sent to the holders of the Debentures issued pursuant to this Issue. For further details, see “General Information” on page 40.
** This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) during the period indicated above, except that this Issue may close on such earlier date or extended date (subject to
a minimum period of three Working Days and a maximum period of ten Working Days from the date of opening of the Issue and subject to not exceeding thirty days from filing the Prospectus with ROC) as may be decided by the Board
of Directors of our Company or the Committee thereof subject to compliance with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of this Issue our Company shall ensure that notice of the same
is provided to the prospective investors through an advertisement in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such earlier or initial date of Issue closure. Applications Forms
for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the Issue Closing Date, the
Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the Stock Exchange. Further, pending mandate requests for
bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian Standard Time) on one Working Day after the Issue Closing Date. For further details, see “General Information” on page 40.
A copy of the Prospectus shall be delivered to the RoC, in terms of sub-section (4) of Section 26 of the Companies Act, 2013 along with the requisite endorsed/certified copies of all requisite documents. For further details, see “Material
Contracts and Documents for Inspection” beginning on 349.
 TABLE OF CONTENTS

TABLE OF CONTENTS.................................................................................................................................................... 2
SECTION I - GENERAL ................................................................................................................................................... 3
DEFINITIONS AND ABBREVIATIONS ....................................................................................................................... 3
PRESENTATION OF FINANCIAL, INDUSTRY AND OTHER INFORMATION .................................................... 16
FORWARD LOOKING STATEMENTS ...................................................................................................................... 18
SECTION II - RISK FACTORS ..................................................................................................................................... 20
SECTION III - INTRODUCTION .................................................................................................................................. 40
GENERAL INFORMATION......................................................................................................................................... 40
CAPITAL STRUCTURE ............................................................................................................................................... 51
STATEMENT OF TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS ........................................... 73
OBJECTS OF THE ISSUE ............................................................................................................................................ 75
SECTION IV - ABOUT OUR COMPANY AND THE INDUSTRY ............................................................................ 79
INDUSTRY OVERVIEW.............................................................................................................................................. 79
OUR BUSINESS.......................................................................................................................................................... 107
HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................................................... 127
OUR MANAGEMENT ................................................................................................................................................ 129
OUR PROMOTERS..................................................................................................................................................... 140
RELATED PARTY TRANSACTIONS ....................................................................................................................... 142
SECTION V- FINANCIAL STATEMENTS ................................................................................................................ 143
FINANCIAL INFORMATION .................................................................................................................................... 143
MATERIAL DEVELOPMENTS ................................................................................................................................. 144
FINANCIAL INDEBTEDNESS .................................................................................................................................. 145
SECTION VI- ISSUE RELATED INFORMATION ................................................................................................... 201
ISSUE STRUCTURE................................................................................................................................................... 201
TERMS OF THE ISSUE .............................................................................................................................................. 216
ISSUE PROCEDURE .................................................................................................................................................. 237
SECTION VII-LEGAL AND OTHER INFORMATION ........................................................................................... 269
OUTSTANDING LITIGATION .................................................................................................................................. 269
OTHER REGULATORY AND STATUTORY DISCLOSURES ............................................................................... 289
KEY REGULATION AND POLICIES ....................................................................................................................... 306
SECTION VIII- SUMMARY OF MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................... 326
SECTION IX-OTHER INFORMATION ..................................................................................................................... 349
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.......................................................................... 349
DECLARATION ............................................................................................................................................................ 351
ANNEXURE I - DAY COUNT CONVENTION .......................................................................................................... 352
ANNEXURE II – RATING LETTER AND RATING RATIONALE ........................................................................ 354
ANNEXURE III – CONSENT LETTER FROM DEBENTURE TRUSTEE ............................................................ 368
ANNEXURE IV –DEBENTURE TRUSTEE FEE LETTER ...................................................................................... 373

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 SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies,
shall have the meaning ascribed to such definitions and abbreviations set forth. References to any legislation, act,
regulation, rules, guidelines, clarifications, or policies shall be to such legislation, act, regulation, rules, guidelines,
clarifications, or policies as amended, supplemented or re-enacted from time to time until the date of this
Prospectus, and any reference to a statutory provision shall include any subordinate legislation notified from time
to time pursuant to such provision.

The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the
same meaning ascribed to such words and expressions under the SEBI NCS Regulations, the Companies Act,
2013, the SCRA, the Depositories Act and the rules and regulations notified thereunder.

Notwithstanding the foregoing, the terms defined as part of “Our Business”, “Risk Factors”, “Industry
Overview”, “Key Regulations and Policies”, and “Summary of Main Provisions of Articles of Association”
beginning on pages 107, 20, 79, 306 and 326, respectively shall have the meaning ascribed to them as part of the
aforementioned sections. Terms not defined as part of “Our Business”, “Risk Factors”, “Industry Overview” and
“Key Regulations and Policies”, beginning on 107, 20, 79, 77 and 306, respectively shall have the meaning
ascribed to them hereunder.

General Terms

Term Description
Company / Issuer/ Kosamattam Finance Limited, a public limited company incorporated under the
KFL provisions of the Companies Act, 1956 having its Registered Office at D Kosamattam
City Centre, Floor Number 4th & 5th, T.B Road, Kottayam - 686001, Kerala, India
We / us / our Unless the context otherwise requires, Kosamattam Finance Limited for the relevant
financial year/period as applicable.

Company Related Terms

Term Description
AoA/Articles/Articles Articles of Association of our Company, as amended.
of Association
Audit Committee Audit committee of Board of Directors of our Company, constituted in accordance
with applicable laws.
Audited Financial The audited financial statements of our Company comprises of balance sheet as at
Statements March 31, 2024, March 31, 2023 and March 31, 2022, the statement of profit and loss
(including other comprehensive income) for the financial years ended March 31, 2024
March 31, 2023 and March 31, 2022, statements of changes in equity for the financial
years ended March 31, 2024, March 31, 2023 and March 31, 2022, the statement of
cash flows for the financial years ended March 31, 2024, March 31, 2023 and March
31, 2022, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information as audited by our Statutory
Auditor as at and for the years ended March 31 2024, March 31 2023 and March 31
2022.
Board/Board of The Board of Directors of our Company and includes any Committee thereof.
Directors/BoD
Borrowings Includes debt securities and borrowings other than debt securities and subordinated
liabilities.
CEO Chief Executive Officer
CFO Chief Financial Officer
Corporate Social A committee constituted by the Board, from time to time
Responsibility
Committee

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 Term Description
Company Secretary The company secretary of our Company and Compliance Officer of our Company
and Compliance appointed in relation to this Issue i.e. Sreenath P.
Officer
Compulsorily Preference Shares of face value of ₹1,000 each of our Company, in the nature of
Convertible Compulsorily Convertible Cumulative Preference Shares.
Preference Shares
Debenture Committee The committee re-constituted by the Board of Directors of our Company by a board
resolution dated May 21, 2024
Director(s) Directors(s) of our Company.
Equity Shares Equity shares of face value of ₹10 each of our Company.
Financial Statements Collectively, Audited Financial Statements and Unaudited Financial Statements.
Kosamattam Entities that are ultimately promoted and controlled by Mathew K. Cherian, Laila
Group/Group Mathew or Jilu Saju Varghese including Kosamattam Ventures Private Limited, M/s
Companies Kosamattam Security Systems, Kosamattam Builders Private Limited, M/s.
Kosamattam Builders (Partnership firm), Kosamattam Nidhi Limited and
Kosamattam Traders LLP
Key Managerial The key managerial personnel of the Company as defined under Regulation 2(sa) of
Personnel the SEBI NCS Regulations
Loan Assets Assets under financing activities.
Memorandum/MoA/ Memorandum of Association of our Company, as amended.
Memorandum of
Association
Net Loan Assets Assets under financing activities net of Provision for non-performing assets.
Non-Executive Non-executive director(s) of our Company, as disclosed under “Our Management”,
Director(s) beginning on page 129.
Promoters Mathew K. Cherian, Laila Mathew and Jilu Saju Varghese.
Registered Office The registered office of our Company, situated at Kosamattam City Centre, Floor
Number 4th & 5th, T.B Road, Kottayam - 686001, Kerala, India.
RoC/Registrar of The Registrar of Companies, Kerala at Kochi.
Companies
Statutory The statutory auditor of our Company, being M/s. SGS & Company, Chartered
Auditor(s)/Auditor(s) Accountants.
Senior Management The senior management of our Company as defined under Regulation 2(iia) of the
SEBI NCS Regulations

Issue Related Terms

Term Description
Abridged Prospectus A memorandum containing the salient features of the Prospectus.
Acknowledgement The slip or document issued by the Designated Intermediary to an Applicant as proof
Slip of registration of the Application Form.
Allot/Allotment/Allot The issue and allotment of the NCDs to successful Applicants pursuant to the Issue.
ted
Allotment Advice The communication sent to the Allottees conveying the details of NCDs allotted to the
. Allottees in accordance with the Basis of Allotment
Allottee(s) The successful Applicant to whom the NCDs are being/ have been Allotted pursuant
to the Issue.
Applicant/Investor/A A person who applies for the issuance and Allotment of NCDs pursuant to the terms
SBA Applicant of the Prospectus, the abridged Prospectus, and the Application Form for the Issue
through the ASBA process or through UPI Mechanism.
Application/ ASBA An application (whether physical or electronic) to subscribe to the NCDs offered
Application pursuant to the Issue by submission of a valid Application Form and authorising an
SCSB to block the Application Amount in the ASBA Account and will include
application made by UPI Investors using UPI where the Application amount will be
blocked upon acceptance of UPI Mandate Request by UPI Investors, which will be
considered as the application for Allotment in terms of the Prospectus
Application Amount/ The aggregate value of NCDs applied for, as indicated in the Application Form for the
Bid Amount Issue.

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 Term Description
Application Form/ Form in terms of which an Applicant shall make an offer to subscribe to NCDs through
ASBA Form . the ASBA process and which will be considered as the Application for Allotment of
NCDs and in terms of the Prospectus
Application The Application (whether physical or electronic) to subscribe to the NCDs offered
Supported by Blocked pursuant to the Issue by submission of a valid Application by authorized SCSB to
Amount/ASBA block the Application Amount in the specified bank account maintained with such
SCSB or to block the Application Amount using the UPI Mechanism, where the Bid
Amount will be blocked upon acceptance of UPI Mandate Request by retail investors
for an Application Amount of up to UPI Application Limit which will be considered
as the application for Allotment in terms of this Prospectus
ASBA Account A bank account maintained by an ASBA Bidder with an SCSB, as specified in the
ASBA Form submitted by ASBA Applicants for blocking the Bid Amount mentioned
in the ASBA Form and will include a bank account of a retail individual investor
linked with UPI, for retail individual investors submitting application value up to UPI
Application Limit.
ASBA Applicant . Any Applicant who applies for NCDs through the ASBA process
Banker(s) to the Issue Collectively Public Issue Account Bank(s), Refund Bank and Sponsor Bank
Base Issue/ Base ₹ 10,000 lakhs.
Issue Size
Basis of Allotment The basis on which NCDs will be allotted to successful applicants under the Issue and
which is described in “Issue Procedure” on page 237.
Bidding Centers Centres at which the Designated Intermediaries shall accept the Application Forms,
i.e., Designated Branches of SCSB, Specified Locations for Members of the
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs
Broker Centers Broker centres notified by the Stock Exchange where Applicants can submit the
ASBA Forms (including ASBA Forms under UPI in case of UPI Investors) to a
Registered Broker. The details of such Broker Centres, along with the names and
contact details of the Registered Brokers are available on the website of the Stock
Exchange at www.bseindia.com.
Business Days All days excluding Second Saturdays, Sundays or a public holiday in India or at any
other payment centre notified in terms of the Negotiable Instruments Act, 1881.
Client ID . Client identification number maintained with one of the Depositories in relation to the
demat account
Collection Centres Centres at which the Designated Intermediaries shall accept the Application Forms,
. being the Designated Branch for SCSBs, Specified Locations for the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for CRTAs and
Designated CDP Locations for CDPs
Collecting Depository A depository participant, as defined under the Depositories Act, 1996 and registered
Participants/CDPs with the SEBI Act and who is eligible to procure Applications at the Designated CDP
Locations in terms of the SEBI Master Circular.
Collecting Registrar Registrar and share transfer agents registered with SEBI and eligible to procure
and Share Transfer Applications at the Designated RTA Locations in terms of the SEBI Master Circular
Agents/CRTAs .
Credit Rating Agency For the present Issue, the credit rating agency, in this case being India Ratings &
Research Private Limited
CRISIL . CRISIL Limited
Category I Investor - • Public financial institutions, scheduled commercial banks, and Indian multilateral
Institutional Investors and bilateral development financial institutions which are authorized to invest in
the NCDs;
• Provident funds and pension funds each with a minimum corpus of ₹ 250 million,
superannuation funds and gratuity funds, which are authorized to invest in the
NCDs;
• Alternative Investment Funds, subject to investment conditions applicable to
them under the Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012;
• Resident Venture Capital Funds registered with SEBI;
• Insurance companies registered with the IRDAI;

5
 Term Description
• State industrial development corporations;
• Insurance funds set up and managed by the army, navy, or air force of the Union
of India;
• Insurance funds set up and managed by the Department of Posts, the Union of
India;
• Systemically Important Non-Banking Financial Company registered with the RBI
or Non-Banking Financial Company registered with the RBI and having a total
assets of ₹ 5,000million or more as per the last audited financial statements;
• National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India published in the Gazette of India;
and
• Mutual funds registered with SEBI
Category II Investor - • Companies within the meaning of Section 2(20) of the Companies Act, 2013;
Non-Institutional • Statutory bodies/ corporations and societies registered under the applicable laws
Investors in India and authorized to invest in the NCDs;
• Co-operative banks and regional rural banks;
• Trusts including public/private charitable/religious trusts which are authorized to
invest in the NCDs;
• Scientific and/or industrial research organisations, which are authorized to invest
in the NCDs;
• Partnership firms in the name of the partners;
• Limited liability partnerships formed and registered under the provisions of the
Limited Liability Partnership Act, 2008 (No. 6 of 2009);
• Association of Persons; and
• Any other incorporated and/ or unincorporated body of persons
Category III Investor Resident Indian individuals or Hindu Undivided Families through the Karta applying
–High Net-Worth for an amount aggregating to above ₹ 1,000,000 across all options of NCDs in this
Individual Investors Issue
Category IV Investor Resident Indian individuals or Hindu Undivided Families through the Karta applying
–Retail Individual for an amount aggregating up to and including ₹1,000,000 across all options of NCDs
Investors in this Issue and shall include retail individual investors, who have submitted bid for
an amount not more than UPI Application Limit in any of the bidding options in the
Issue (including Hindu Undivided Families applying through their Karta and does not
include NRIs) through UPI Mechanism
Coupon/ Interest Rate The aggregate rate of interest payable in connection with the NCDs as specified in this
Prospectus. For further details, see “Issue Structure” on page 201
Debenture Trust cum The trust deed to be executed by our Company and the Debenture Trustee for creating
Hypothecation Deed the security over the NCDs to be issued under the Issue
Debenture Debenture Trusteeship Agreement dated June 26, 2024, entered into between our
Trusteeship Company and the Debenture Trustee.
Agreement
Debenture Trustee for the NCD holders in this vase being Vistra ITCL (India) Limited.
Trustee/Trustee.
Debentures/NCDs Secured, redeemable, non-convertible debentures issued pursuant to the Issue.
Deemed Date of The date of issue of the Allotment Advice, or such date as may be determined by the
Allotment Board or a duly constituted committee thereof and notified to the Exchange. The actual
Allotment of NCDs may take place on a date other than the Deemed Date of
Allotment. All benefits relating to the NCDs including interest on the NCDs shall be
available to the investors from the Deemed Date of Allotment.
Demographic Details The demographic details of an Applicant such as his address, bank account details,
category, PAN, UPI ID, etc. for printing on refund/interest orders or used for refunding
through electronic mode as applicable.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository(ies) National Securities Depository Limited (NSDL) and/or Central Depository Services
(India) Limited (CDSL).
Designated Branches Such branches of the SCSBs which shall collect the Application Forms used by the
ASBA Applicants and a list of which is available at https://www.sebi.gov.in or at such
other web-link as may be prescribed by SEBI from time to time.

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 Term Description
Designated CDP Such centres of the Collecting Depository Participants where Applicants can submit
Locations the Application Forms. The details of such Designated CDP Locations, along with the
names and contact details of the CDPs are available on the website of the Stock
Exchange and updated from time to time.
Designated Date The date on which the Registrar to the Issue issues the instruction to SCSBs for
unblocking of funds from the ASBA Accounts to the Public Issue Account in terms
of the Prospectus and the Public Issue Account and Sponsor Bank Agreement and
following which the Board, shall Allot the NCDs to the successful Applicants.
Designated Collectively, members of the Consortium, Sub-Consortium/agents, Trading Members,
Intermediaries SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect
Application Forms from the Applicants in the Issue. In relation to ASBA applicants
authorising an SCSB to block the amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs. In relation to ASBA applicants submitted by Retail
Individual Investors where the amount was blocked upon acceptance of UPI Mandate
Request using the UPI Mechanism, Designated Intermediaries shall mean the CDPs,
RTAs, Lead Managers, Members of the Consortium, Trading Members and Stock
Exchanges where applications have been submitted through the app/web interface as
provided in the SEBI Master Circular.
Designated Stock BSE Limited
Exchange/ DSE
Designated RTA Such centres of the CRTAs where Applicants can submit the Application Forms
Locations (including Application Forms by UPI Investors under the UPI Mechanism). The
details of such Designated RTA Locations, along with the names and contact details
of the CRTAs are available on the website of the Stock Exchange
(www.bseindia.com) and updated from time to time.
DP/Depository A depository participant as defined under the Depositories Act
Participant .
Direct Online An online interface enabling direct applications through UPI by an app based/web
Application interface, by investors to a public issue of debt securities with an online payment
facility.
Draft The draft prospectus dated July 3, 2024, filed by our Company with the Designated
Prospectus/Draft Stock Exchange for receiving public comments, in accordance with the provisions of
Offer Document the Companies Act, 2013, as applicable and the SEBI NCS Regulations.
Existing Secured Bank of Baroda, Canara Bank, Dhanlaxmi Bank Limited, The Karur Vysya Bank
Creditors Limited, Punjab National Bank (eOBC), State Bank of India, CSB Bank Limited, The
South Indian Bank Limited, Union Bank of India, DCB Bank Limited, The Federal
Bank Limited, Bank of Maharashtra, IDFC First Bank Limited, Tata Capital Financial
Services Limited, Indian Bank, HDFC Bank Limited, ESAF Small Finance Bank
Limited, Northern Arc Capital Limited, Bandhan Bank, Vivriti Capital Private
Limited, UCO Bank, Jana Small Finance Bank Limited, IndusInd Bank Limited,
Kotak Mahindra Bank, Woori Bank, Yes Bank, City Union Bank, Indian Overseas
Bank, Karnataka Bank, Axis Bank, Ujjivan Small Finance Bank, JM Financial
Products limited, Oxyzo Financial Services Private Limited, Equitas Small Finance
Bank, Sundaram Finance Limited and debenture holders of the secured non-
convertible debentures issued by way of public issues.
Existing Unsecured Debenture holders of the privately placed subordinated debts, debenture holders of the
Creditors privately placed perpetual debt instruments (PDI) and debenture holders of the
subordinated debts issued by way of public issues.
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the
Offender Fugitive Economic Offenders Act, 2018.
Final Settlement The date on which all secured obligations (including all present and future obligations
Date/ Maturity Date (whether actual or contingent and whether owed jointly or severally or in any capacity
whatsoever) of the Company to the holders of the debentures or the debenture trustee
under the Transaction Documents in respect of the debentures, including without
limitation, the making of payment of any coupon, interest, redemption of principal
amounts, the default interest, additional interest, liquidated damages, indemnity
payments and all costs, charges, expenses and other amounts payable by the company
in respect of the debentures) have been irrevocably and unconditionally paid and
discharged in full to the satisfaction of the holders of the debentures.

7
 Term Description
Interest Payment Date The dates on which interest/coupon on the NCDs shall fall due for payment which will
/ Coupon Payment be specified in the Prospectus.
Date
India Ratings . India Ratings and Research Private Limited
Institutional Portion Portion of Applications received from Category I of persons eligible to apply for the
. issue which includes Resident Public Financial Institutions as defined in Section 2(72)
of the Companies Act 2013, Statutory Corporations including State Industrial
Development Corporations, Scheduled Commercial Banks, Co-operative Banks and
Regional Rural Banks, which are authorised to invest in the NCDs, Provident Funds
of minimum corpus of ₹2,500 lakhs, Pension Funds of minimum corpus of ₹2,500
lakhs, Systemically Important Non-Banking Financial Companies, Superannuation
Funds and Gratuity Fund, which are authorised to invest in the NCDs, Venture Capital
funds and/or Alternative Investment Funds registered with SEBI, Insurance
Companies registered with the IRDA, National Investment Fund (set up by resolution
no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India and
published in the Gazette of India), Insurance funds set up and managed by the Indian
Army, Navy or the Air Force of the Union of India or by the Department of Posts,
India Mutual Funds, registered with SEBI
Issue/ Issue Size Public issue by our Company of NCDs aggregating up to ₹ 10,000 lakhs (“Base Issue
Size”) with an option to retain over-subscription up to ₹ 10,000 lakhs cumulatively
aggregating up to ₹ 20,000 lakhs, on the terms and in the manner set forth herein.
The Issue is being made pursuant to the provisions of SEBI NCS Regulations, the
Companies Act, 2013 and rules made thereunder as amended to the extent notified
and the SEBI Master Circular
Issue Closing Date July 19, 2024
Issue Opening Date August 01, 2024
Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive of
both days during which prospective Applicants may submit their Application Forms
Lead Manager SMC Capitals Limited
Listing Agreement The uniform listing agreement entered into between our Company and the Stock
Exchanges in connection with the listing of debt securities of our Company.
Market Lot . 1 (one) NCD
Maturity Amount In respect of NCDs Allotted to NCD Holders, the repayment of the face value of the
NCD along with interest that may have accrued as on the redemption date.
Mobile App(s) The mobile applications listed on the website of Stock Exchanges as may be updated
from time to time, which may be used by RIBs to submit Bids using the UPI
Mechanism.
NCDs/ Debentures Secured, rated, listed, redeemable, non-convertible debentures of face value of ₹ 1,000
each, aggregating up to ₹ 20,000 lakhs offered through the Draft Prospectus and the
Prospectus.
NCD Any debenture holder who holds the NCDs issued in this Issue and whose name
Holder/Debenture appears on the beneficial owners list provided by the Depositories.
Holder
Non-Institutional Category II of persons eligible to apply for the Issue which includes Companies falling
Portion within the meaning of Section 2(20) of the Companies Act 2013; bodies corporate and
societies registered under the applicable laws in India and authorised to invest in the
NCDs, Educational institutions and associations of persons and/or bodies established
pursuant to or registered under any central or state statutory enactment; which are
authorised to invest in the NCDs, Trust Including Public/private charitable/religious
trusts which are authorised to invest in the NCDs, Association of Persons, Scientific
and/or industrial research organisations, which are authorised to invest in the NCDs,
Partnership firms in the name of the partners, Limited liability partnerships formed
and registered under the provisions of the Limited Liability Partnership Act, 2008 (No.
6 of 2009), Resident Indian individuals and Hindu undivided families through the
Karta aggregating to a value exceeding ₹10 lakhs.
Offer Document The Draft Prospectus, the Prospectus, Application Form and abridged Prospectus read
with any notices, corrigenda, addenda thereto.

8
 Term Description
Option(s)/Series . An option of NCDs which are identical in all respects including, but not limited to
terms and conditions, listing and ISIN and as further stated to be an individual option
in the Draft Prospectus and the Prospectus. Collectively, the options of NCDs being
offered to the Applicants as stated in the Prospectus
Prospectus The prospectus to be filed with the RoC in accordance with the SEBI NCS
Regulations, containing inter alia the coupon rate for the NCDs and certain other
information.
Public Issue Account Account(s) opened with the Public Issue Account Bank to receive monies from the
ASBA Accounts maintained with the SCSBs (including under the UPI Mechanism)
on the Designated Date.
Public Issue Account HDFC Bank Limited
Bank
Public Issue Account The agreement dated June 13, 2024 entered into amongst our Company, the Registrar
and Sponsor Bank to the Issue, the Lead Manager, the Public Issue Account Bank, the Sponsor Bank in
Agreement accordance with the SEBI Master Circular for collection of the Application Amounts
from ASBA Accounts under the UPI Mechanism and where applicable refunds of the
amounts collected from the Applicants on the terms and conditions thereof.
Record Date The record date for payment of interest in connection with the NCDs or repayment of
principal in connection therewith shall be 15 Working Days prior to the date on which
interest is due and payable, and/or the date of redemption. Provided that trading in the
NCDs shall remain suspended between the aforementioned. Record Date in
connection with redemption of NCDs and the date of redemption or as prescribed by
the Stock Exchange, as the case may be.
Recovery Expense Our Company will create a recovery expense fund in the manner as specified by SEBI
Fund in circular bearing reference number SEBI/HO/DDHS-PoD1/P/CIR/2023/109 titled
“Master Circular for Debenture Trustees” dated March 31, 2023 and as updated on
July 6, 2023, as amended from time to time and Regulation 11 of SEBI NCS
Regulations with the Designated Stock Exchange and will inform the Debenture
Trustee regarding the creation of such fund. The recovery expense fund may be
utilised by Debenture Trustee, in the event of default by our Company under the terms
of the Debenture Trust cum Hypothecation Deed, for taking appropriate legal action
to enforce the security.
Refund Account Account opened with the Refund Bank from which refunds, if any, of the whole or
any part of the Application Amount shall be made and as specified in this Prospectus.
Refund Bank HDFC Bank Limited
Registrar to the KFin Technologies Limited
Issue/Registrar
Registered Brokers or Stock brokers registered with SEBI under the Securities and Exchange Board of India
Brokers (Stock Brokers) Regulations, 1992 as amended from time to time, and the stock
exchange having nationwide terminals, other than the Consortium and eligible to
procure Applications from Applicants
Register of NCD The statutory register in connection with any NCDs which are held in physical form
Holders . on account of rematerialisation, containing name and prescribed details of the relevant
NCD Holders, which will be prepared and maintained by our Company/Registrar in
terms of the applicable provisions of the Act
Registrar Agreement Agreement dated May 23, 2024 entered into between our Company and the Registrar
to the Issue, in relation to the responsibilities and obligations of the Registrar to the
Issue pertaining to this Issue
RTAs/ Registrar and The registrar and share transfer agents registered with SEBI and eligible to procure
Share Transfer Application in the Issue at the Designated RTA Locations.
Agents
SCSBs or Self The banks registered with SEBI, offering services in relation to ASBA and UPI, a list
Certified Syndicate of which is available on the website of SEBI at
Banks https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes for
ASBA and
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
for UPI, updated from time to time and at such other websites as may be prescribed
by SEBI from time to time.

9
 Term Description
SEBI NCS Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Regulations/ NCS Securities) Regulations, 2021, as amended from time to time.
Regulations/ SEBI
Regulations
SEBI Delisting Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
Regulations 2021, as amended from time to time.
SEBI Master Circular Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated August 10, 2021
issued by SEBI and as updated on July 7, 2023, SEBI/HO/DDHS-
PoD3/P/CIR/2024/46 dated May 16, 2024, SEBI master circular
SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 as amended from time to
time
SEBI Master Circular Circular no. SEBI/HO/DDHS-PoD1/P/CIR/2023/109 dated March 31, 2023 issued by
for Debenture SEBI and updated as on July 6, 2023, SEBI/HO/DDHS-PoD3/P/CIR/2024/46 dated
Trustees May 16, 2024, as amended from time to time
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations/ Listing Requirements) Regulations, 2015, as amended from time to time
Regulations
Secured Borrowings Debt securities and Borrowings (other than debt securities) secured by way of
specific/pari-passu charge on loan assets. This also includes liabilities against
securitised assets
Security The principal amount of the NCDs to be issued in terms of the Prospectus together
with all interest due on the NCDs, as well as all costs, charges, all fees, remuneration
of Debenture Trustee and expenses payable in respect thereof shall be secured by way
of creating security over on all movable assets (excluding charge on the written down
value of furniture and fixtures to the extent of ₹ 10,80,91,696/-), including book debts
and receivables, cash and bank balances, loans and advances, both present and future
of the Company equal to the value of one time of the NCDs outstanding plus interest
accrued.
Specified Locations Collection centres where the Members of the Syndicate shall accept Application
Forms, a list of which is included in the Application Form.
Sponsor Bank Banker to the Issue, registered with SEBI, which is appointed by the Issuer to act as a
conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate
Requests and / or payment instructions of the retail individual investors into the UPI
for retail individual investors applying through the app/web interface of the Stock
Exchange(s) with a facility to block funds through UPI Mechanism for application
value up to UPI Application Limit and carry out any other responsibilities in terms of
the SEBI Master Circular.
Stock Exchange BSE Limited
Syndicate ASBA Specified Locations Centers where the member of the Consortium shall accept ASBA
Applications Forms from Applicants a list of which is available on the website of the SEBI at
through the https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and
Designated updated from time to time, and at such other websites as may be prescribed by SEBI
Intermediaries. from time to time.
Syndicate SCSB In relation to ASBA Applications submitted to a member of the Syndicate, such
Branches branches of the SCSBs at the Syndicate ASBA Application Locations named by the
SCSBs to receive deposits of the Application Forms from the members of the
Syndicate, and a list of which is available on https://www.sebi.gov.in or at such other
website as may be prescribed by SEBI from time to time.
Tenor Tenor shall mean the tenor of the NCDs which will be specified in the Prospectus.
Trading Member(s) Individuals or companies registered with SEBI as “trading member(s)” under the
SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992, and who hold the right to
trade in stocks listed on stock exchanges, through which investors can buy or sell
securities listed on stock exchanges whose list is available on stock exchanges.
Transaction The acknowledgement slip or document issued by any of the Members of the
Registration Slip/TRS Syndicate, the SCSBs, or the Trading Members as the case may be, to an Applicant
upon demand as proof of upload of the Application on the application platform of the
Stock Exchange.

10
 Term Description
Tripartite Agreements as entered into between our Company, Registrar and each of the
Agreement(s) Depositories under the terms of which the Depositories shall act as depositories for
the securities issued by our Company.
UPI Unified Payments Interface is an instant payment system developed by the NPCI. It
enables merging several banking features, seamless fund routing and merchant
payments into one hood. UPI allows instant transfer of money between any two
person’ bank accounts using a payment address which uniquely identifies a person’s
bank account
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the NCPI.
UPI Application Maximum limit to utilize the UPI mechanism to block the funds for application value
Limit up to ₹500,000 for issues of debt securities pursuant to SEBI Master Circular or any
other investment limit, as applicable and prescribed by SEBI from time to time.
UPI Investor An Applicant who applies with a UPI number whose Application Amount for NCDs
in the Issue is up to ₹5,00,000.
UPI Mandate Request A request (intimating the UPI Investors, by way of a notification on the UPI
application and by way of an SMS directing the UPI Investor to such UPI application)
to the UPI Investors using the UPI Mechanism initiated by the Sponsor Bank to
authorise blocking of funds equivalent to the Application Amount in relevant ASBA
Account through the UPI, and the subsequent debit of funds in case of Allotment.
UPI Mechanism Unified Payments Interface mechanism in accordance with SEBI Master Circular as
amended from time to time, to block funds for application value up to UPI Application
Limit submitted through intermediaries.
UPI PIN Password to authenticate UPI transaction
Web Interface Web interface developed by Designated Stock Exchange wherein the bid is
automatically uploaded onto the Stock Exchange bidding platform and the amount is
blocked using the UPI mechanism.
Wilful Defaulter Includes wilful defaulters as defined under Regulation 2(1)(lll) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 which includes a Person or a company categorized as a wilful defaulter by any
bank or financial institution (as defined under the Companies Act, 2013) or
consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the RBI and includes a company whose director or promoter is categorized as a wilful
defaulter.
Working Days Working day means all days on which commercial banks in Mumbai, are open for
business. In respect of announcement or bid/issue period, working day shall mean all
days, excluding Saturdays, Sundays, and public holidays, on which commercial banks
in Mumbai are open for business. Further, in respect of the time period between the
bid/ issue closing date and the listing of the NCDs on the Stock Exchanges, working
day shall mean all trading days of the Stock Exchanges for NCD, excluding Saturdays,
Sundays and bank holidays, as specified by SEBI.

Business/Industry Related Terms

Term Description
AFC Asset Finance Companies
ALM Asset Liability Management
ALCO Asset Liability Committee
AUM Assets Under Management
AVERAGE COST OF Amount that is calculated by dividing the interest paid during the period by average
BORROWING of the monthly outstanding
CIBIL Credit Information Bureau (India) Limited
CIC-ND-SI Systemically Important Core Investment Company
CPI Consumer Price Index
CRAR Capital to Risk Weighted Assets Ratio
DSA Direct Sales Agent
ECLGS Emergency Credit Line Guarantee Scheme
EMI Equated Monthly Instalment

11
 Term Description
GNPAs Gross Non-Performing Assets
GLP Gross Loan Portfolio
GROSS SPREAD Yield on the average minus the cost of funds
HFC Housing Finance Company
ICs Investment Companies
IDF-NBFC Infrastructure Debt Fund
IFC Infrastructure Finance Company
IND AS Indian Accounting Standards
IPO Initial Public Offering
IRDAI Insurance Regulatory and Development Authority of India
IRR Interest Rate Risk
KYC/KYC NORMS Customer identification procedure for opening of accounts and monitoring
transactions of suspicious nature followed by NBFCs for the purpose of reporting it
to appropriate authority
LAP Loan Against Property
LCs Loan Companies
LOAN BOOK Outstanding loans net of provisions made for NPAs
LTV Loan to value
MGC Mortgage Guarantee Companies
MIS Management Information Systems
MSME Micro, Small and Medium Enterprises
NABARD National Bank for Agriculture and Rural Development
NAV Net Asset Value
NBFC Non-Banking Financial Company as defined under Section 45-IA of the RBI Act,
1934
NBFC – AA NBFC-Account Aggregator
NBFC-ND-NSI Non-deposit taking NBFCs below the asset size of ₹ 1,00,000 lakh and (b) NBFCs
(NBFC-BL/ NBFC – undertaking the following activities- (i) NBFC-Peer to Peer Lending Platform
Base Layer) (NBFCP2P), (ii) NBFC-Account Aggregator (NBFC-AA), (iii) Non-Operative
Financial Holding Company (NOFHC) and (iv) NBFCs not availing public funds
and not having any customer interface
NBFC-D NBFC registered as a deposit accepting NBFC
NBFC-ML/ NBFC – (a) all deposit taking NBFCs (NBFC-Ds), irrespective of asset size, (b) non-deposit
Middle Layer taking NBFCs with asset size of ₹1,00,000 lakh and above and (c) NBFCs
undertaking the following activities (i) Standalone Primary Dealers (SPDs), (ii)
Infrastructure Debt Fund - Non-Banking Financial Companies (IDF-NBFCs), (iii)
Core Investment Companies (CICs), (iv) Housing Finance Companies (HFCs) and
(v) Infrastructure Finance Companies (NBFC-IFC)
NBFC-ICC NBFC registered as an Investment and Credit Company
NBFC-MFI NBFC – Microfinance Institutions
NBFC-ND NBFC registered as a non-deposit accepting NBFC
NBFC-ND-NSI Non Systemically Important NBFC-ND, i.e. a non-banking financial company not
accepting / holding public deposits and which is not systemically important i.e.
having total assets of less than ₹ 50,000 lakhs as per the last audited balance sheet
NBFC-ND-SI Systemically Important NBFC-ND, i.e. a non-banking financial company not
accepting / holding public deposits and which is systemically important i.e. having
total assets of ₹ 50,000 lakhs and above as per the last audited balance sheet
NBFIs Non-banking Financial Institutions
NBFC-P2P NBFC–Peer to Peer Lending Platform
NBFC - TL NBFC-UL which in the opinion of RBI has substantial increase in the potential
systemic risk
NBFC – UL NBFCs which are specifically identified by the RBI as warranting enhanced
regulatory requirement based on a set of parameters and scoring methodology as
provided in SBR Framework
NHAI National Highways Authority of India
NII Net Interest Income
NOF Net Owned Fund

12
 Term Description
NOFHC Non-Operative Financial Holding Company
NPA Non-Performing Asset
NPCI National Payments Corporation of India
NSO National Statistical Office
OLC Overdue Loan Cell
RBI Scale Based Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale
Master Directions Based Regulation) Directions, 2023
ROA Return on Assets
ROI Return on Investment
SBR Framework Scale Based Regulation: A Revised Regulatory Framework for NBFCs (as amended)
SIDBI Small Industries Development Bank of India
SME Small and Medium Enterprises
STPLs Small Ticket Size Loans
TAT Turnaround Time
Tier I Capital Tier 1 capital” for NBFCs (except NBFCs-BL) is the sum of

(i) Owned fund as reduced by investment in shares of other NBFCs and in shares,
debentures, bonds, outstanding loans and advances including hire purchase
and lease finance made to and deposits with subsidiaries and companies in the
same group exceeding, in aggregate, ten percent of the owned fund; and

(ii) Perpetual debt instruments issued by a non-deposit taking NBFCs in each year
to the extent it does not exceed 15 percent of the aggregate Tier 1 capital of
such company as on March 31 of the previous accounting year. Note – NBFCs-
BL are not eligible to include perpetual debt instruments in their Tier 1 capital
Tier II Capital Tier 2 capital” for NBFCs (except NBFCs-BL) is the sum of

(i) Preference shares other than those which are compulsorily convertible into
equity;
(ii) Revaluation reserves at discounted rate of 55 percent;
(iii) General provisions (including that for Standard Assets) and loss reserves to
the extent these are not attributable to actual diminution in value or identifiable
potential loss in any specific asset and are available to meet unexpected losses, to
the extent of one and one fourth percent of risk weighted assets;
(iv) Hybrid debt capital instruments;
(v) Subordinated debt; and
(vi) Perpetual debt instruments issued by a non-deposit taking NBFC which is in
excess of what qualifies for Tier 1 capital;
to the extent the aggregate does not exceed Tier 1 capital.

Note – NBFCs-BL are not eligible to include perpetual debt instruments in their
Tier 2 capital.
TLTRO Targeted Long-Term Repo Operations

Conventional and General Terms or Abbreviations

Term Description
₹ or Rupees or Rs. or The lawful currency of Republic of India
Indian Rupees or INR
AGM Annual General Meeting
AML Anti-Money Laundering
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CGST Act Central Goods and Services Tax Act, 2017
COMPANIES ACT, The Companies Act, 1956 to the extent in force
1956

13
Companies The Companies Act, 2013 (to the extent notified) read with rules framed by the
Act/Companies Act Government of India from time to time
2013
DIN Director Identification Number
DRR Debenture Redemption Reserve
EGM Extraordinary General Meeting
EPS Earnings Per Share
FDI Foreign Direct Investment
FDI Policy FDI in an Indian company is governed by the provisions of the FEMA read with
the FEMA Regulations and the Foreign Direct Investment Policy
FEMA Foreign Exchange Management Act, 1999
FEMA Non-Debt The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Regulations
FEMA Debt Regulations Foreign Exchange Management (Debt Instrument) Regulations, 2019
FFMC Full Fledged Money Changer
Financial Year/FY Financial Year ending March 31
FPI Foreign Institutional Investors defined under the SEBI (Foreign Institutional
Investors) Regulations, 1995 registered with SEBI and as repealed by Foreign
Portfolio Investors defined under the SEBI (Foreign Portfolio Investors)
Regulations, 2019
GDP Gross Domestic Product
GoI Government of India
G-Sec Government Securities
GST Goods and services tax.
HUF Hindu Undivided Family
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
IGST Act Integrated Goods and Services Tax Act, 2017
Ind AS The Indian Accounting Standards referred to in the Companies (Indian Accounting
Standard) Rules, 2015, as amended.
IRDA Insurance Regulatory and Development Authority
IT Information Technology
IT Act The Income Tax Act, 1961
KYC Know Your Customer
MCA Ministry of Corporate Affairs, Government of India
MICR Magnetic Ink Character Recognition
MIS Management Information System
MoU Memorandum of Understanding
NA Not Applicable
NACH National Automated Clearing House
NEFT National Electronic Funds Transfer
NII(s) Non-Institutional Investor(s)
NIM Net Interest Margin
NRI Non-Resident Indian
NSDL National Securities Depository Limited
PAN Permanent Account Number
PDI Perpetual Debt Instrument
RBI The Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934
RM Relationship Manager
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012 as amended from time to time.

14
SEBI Debenture Trustee Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as
Regulations amended from time to time.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended from time to time.
SEBI LODR Securities and Exchange Board of India (Listing Obligations and Disclosure
Regulations/ SEBI Requirements) Regulations, 2015, as amended from time to time.
Listing Regulations
SEBI NCS Regulations/ Securities and Exchange Board of India (Issue and Listing of Non-Convertible
NCS Regulations/ SEBI Securities) Regulations, 2021, as amended from time to time.
Regulations
SEBI Master Circular Master Circular no. SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated August 10,
2021 issued by SEBI and as updated on July 7, 2023, as amended from time to time.
SEBI Master Circular Circular no. SEBI/HO/DDHS-PoD1/P/CIR/2023/109 dated March 31, 2023 issued
for Debenture Trustees by SEBI and updated as on July 6, 2023, as amended from time to time.
SGST Act State Goods and Services Tax Act, 2017, as enacted by various state governments
TDS Tax Deducted at Source
WDM Wholesale Debt Market

15
 PRESENTATION OF FINANCIAL, INDUSTRY AND OTHER INFORMATION

Certain Conventions

All references to “India” are to the Republic of India and its territories and possessions and all references to the
“Government” or the “State Government” are to the Government of India, central or state, as applicable.

Unless otherwise stated, references in this Prospectus to a particular year are to the calendar year ended on
December 31 and to a particular “fiscal” or “fiscal year” are to the fiscal year ended on March 31.

All references to “India” are to the Republic of India and its territories and possessions, and the “Government”,
the “Central Government” or the “State Government” are to the Government of India, central or state, as
applicable.

Financial Data

Our Company publishes its financial statements in Rupees. Our Company’s financial statements for the year ended
March 31, 2024, March 31, 2023 and March 31, 2022 are prepared in accordance with Ind AS, as applicable
standards and guidance notes specified by the ICAI including the applicable provisions of the Companies Act,
2013. With effect from April 1, 2019, as per the roadmap issued by the MCA under the Companies (Indian
Accounting Standards) Rules, 2015, for Non-Banking Finance Companies, for financial reporting purposes, the
Company has followed the Accounting Standards issued by the ICAI specified under Section 133 of the
Companies Act, 2013, read with Rule 3 and/or Rule 7 of the Companies (Indian Accounting Standard) Rules,
2015 (“Ind AS”), as applicable.

The Audited Financial Statements and the related audit reports as issued by our Company’s Statutory Auditors,
M/s. SGS & Company, Chartered Accountants, are included in this Prospectus in the chapter titled “Financial
Statements” beginning on page 143.

In this Prospectus, any discrepancies in any table, including “Capital Structure” and “Objects of the Issue”
between the total and the sum of the amounts listed are due to rounding off. All the decimals have been rounded
off to two decimal places.

Currency and units of Presentation

In this Prospectus, all references to ‘Rupees’/ ‘Rs.’/ ‘INR’/ ‘₹’ are to Indian Rupees, the official currency of the
Republic of India.

Except where stated otherwise in this Prospectus, all figures have been expressed in ‘lakhs’. All references to
‘lakh/lakhs’ means ‘one hundred thousand’ and ‘crore’ means ‘ten million’ and ‘billion/bn/billions’ means ‘one
hundred crores’.

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Prospectus has been obtained from industry
publications. Industry publications generally state that the information contained in those publications has been
obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Accordingly, no investment decision should be made on the basis of such
information. Although our Company believes that industry data used in this Prospectus is reliable, it has not been
independently verified. Also, data from these sources may not be comparable. Similarly, internal reports, while
believed by us to be reliable, have not been verified by any independent sources.

The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. Certain information and
statistics in relation to the industry in which we operate, which has been included in this Prospectus has been
extracted from an industry report titled “CRISIL Market Intelligence & Analytics (CRISIL MI&A) – Industry
Report on Gold Loans released in Mumbai in April 2024”, prepared and issued by CRISIL Limited (“Industry
Report”). Please refer to “Industry Overview” on page 79 for further details. Following is the disclaimer of CRISIL
in relation to the Industry Report:

16
“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report
(Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). However,
CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible
for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a
recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should be
construed as an expert advice or investment advice or any form of investment banking within the meaning of any
law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users /
transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is
to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not
have the necessary permission and/or registration to carry out its business activities in this regard. Kosamattam
Finance Limited will be responsible for ensuring compliances and consequences of non-complainces for use of
the Report or part thereof outside India. CRISIL Research operates independently of, and does not have access
to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS),
which may, in their regular operations, obtain information of a confidential nature. The views expressed in this
Report are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of this Report may be
published/reproduced in any form without CRISIL’s prior written approval.”

The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which business of our Company is conducted, and methodologies and
assumptions may vary widely among different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors”, on page 20. Accordingly, investment decisions should not be
based solely on such information.

17
 FORWARD LOOKING STATEMENTS

This Prospectus contains certain statements that are not statements of historical fact and are in the nature of
“forward-looking statements”. These forward-looking statements generally can be identified by words or phrases
such as “aim”, “anticipate”, “believe”, “continue”, “expect”, “estimate”, “intend”, “objective”, “plan”,
“potential”, “project”, “will”, “will continue”, “will pursue”, “will likely result”, “will seek to”, “seek” or other
words or phrases of similar import. All statements regarding our expected financial condition and results of
operations and business plans and prospects are forward-looking statements. These forward-looking statements
include statements as to our business strategy, revenue and profitability and other matters discussed in this
Prospectus that are not historical facts.

All statements regarding expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to business strategy, revenue
and profitability, new business and other matters discussed in this Prospectus that are not historical facts. All
forward-looking statements are subject to risks, uncertainties, and assumptions about us that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement. Important factors
that could cause actual results, including financial conditions and results of operations to differ from expectations
include, but are not limited to, the following:

1. Any increase in the levels of non-performing assets (“NPA”) in our loan portfolio, for any reason whatsoever,
would adversely affect our business and results of operations;

2. Any volatility in interest rates which could cause our Gross Spreads to decline and consequently affect our
profitability;

3. Unanticipated turbulence in interest rates or other rates or prices; the performance of the financial and capital
markets in India and globally;

4. Our operations are concentrated in South India, and any adverse developments in the southern states of India
may have an adverse effect on our business, results of operations, financial condition and cash flows;

5. Changes in Indian and/or foreign laws and regulations, including tax, accounting, banking, securities,
insurance and other regulations; changes in competition and the pricing environment in India; and regional
or general changes in asset valuations;

6. Any changes in connection with policies, statutory provisions, regulations and/or RBI directions in
connection with NBFCs, including laws that impact our lending rates and our ability to enforce our collateral;

7. We have been subject to penalties as a result of non-compliance with the RBI’s observations made during its
periodic inspections.

8. Competition from our existing as well as new competitors;

9. Occurrence of natural calamities or natural disasters affecting the areas in which our Company has operations;

10. The rate of growth of our loan assets;

11. The outcome of any legal or regulatory proceedings we are or may become party to;

12. Availability of adequate debt and equity financing at commercially acceptable terms;

13. General, political, economic, social and business conditions in Indian and other global markets; and

14. Other factors discussed in this Prospectus, including under the chapter titled “Risk Factors” beginning on
page 20.

For further discussion of factors that could cause our actual results to differ from our expectations, please refer to
the chapter titled “Risk Factors” and chapters titled “Industry Overview” and “Our Business” beginning on pages
20, 79 and 107, respectively.

18
The forward-looking statements contained in this Prospectus are based on the beliefs of our management, as well
as the assumptions made by and information currently available to our management. Although our Company
believes that the expectations reflected in such forward-looking statements are reasonable at this time, it cannot
assure investors that such expectations will prove to be correct or will hold good at all times. Given these
uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of
these risks and uncertainties materialise, or if any of our Company’s underlying assumptions prove to be incorrect,
our actual results of operations or financial condition could differ materially from that described herein as
anticipated, believed, estimated, or expected. All subsequent forward-looking statements attributable to us are
expressly qualified in their entirety by reference to these cautionary statements.

By their nature, certain market risk disclosures are only estimate(s) and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have
been estimated. Neither our Company or the Lead Manager or any of its respective Directors and officers, or any
of its respective affiliates have any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying
assumptions do not come to fruition. In accordance with SEBI NCS Regulations, as amended, our Company and
the Lead Manager will ensure that investors are informed of material developments between the date of filing the
Prospectus with the RoC and the date of receipt of listing and trading permission being obtained from the Stock
Exchange for the NCDs.

19
 SECTION II - RISK FACTORS

An investment in NCDs involves a certain degree of risk. You should carefully consider all the information
contained in this Prospectus, including the risks and uncertainties described below, and the information provided
in the sections titled “Our Business” on page 107 and “Financial Statements” on page 143, before making an
investment decision. The risk factors set forth below do not purport to be complete or comprehensive in terms of
all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of
the NCDs. The following risk factors are determined on the basis of their materiality. In determining the
materiality of risk factors, we have considered risks which may not be material individually but may be material
when considered collectively, which may have a qualitative impact though not quantitative, which may not be
material at present but may have a material impact in the future. Additional risks, which are currently unknown
or now deemed immaterial, if materialise, may have a material adverse effect on our business, financial condition
and results of operations in the future. The market prices of the NCDs could decline due to such risks and you
may lose all or part of your investment including interest thereon.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implication of any of the risks described in this section. This Prospectus also contains forward-looking
statements that involve risks and uncertainties. Our results could differ materially from those anticipated `in these
forward-looking statements as a result of certain factors, including events described below and elsewhere in this
Prospectus. Unless otherwise stated, the financial information used in this section is derived from and should be
read in conjunction with the Audited Financial Statements and the Unaudited Financial Result.

Internal Risk Factors

1. We have been subject to an inspection by the RBI and any adverse action taken could affect our business
and operations.

As an NBFC, we are subject to periodic inspection by the RBI under Section 45N of the Reserve Bank of India
Act, 1934 (the “RBI Act”), pursuant to which the RBI inspects our books of accounts and other records for the
purpose of verifying the correctness or completeness of any statement, information or particulars furnished to the
RBI. Any irregularities found during such investigations by such regulatory authorities could, similarly, expose
us to warnings, penalties, and restrictions.

During the course of finalization of inspection, regulatory authorities share their findings and recommendations
with us and give us an opportunity to provide justification and clarifications. Further, such regulatory authorities
also seek certain clarifications and share their findings in the ordinary course of business. We have responded to
observations made by such authorities and addressed them; however, we cannot assure you that these authorities
will not find any deficiencies in future inspections, or otherwise/ the authorities will not make similar or other
observations in the future. An inspection of our Company by RBI was conducted based on the financials of the
Company as on March 31, 2022 and RBI issued the inspection report (“Inspection Report”). Under the Inspection
Report, the RBI has, inter -alia, made certain observations regarding the business and operations of our Company
in relation to violation of the instructions contained in Para 1 of Chapter IV of Master Direction - Monitoring of
frauds in NBFCS Directions, 2016 dated September 29, 2016, violation of the instructions contained in Para 4.4
of Master Direction Information Technology Framework for the NBFC Sector dated June 08. 2017, violation of
instructions contained in Para 100 of the Master Direction Non-Banking Financial Company – Systemically
Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 dated
September 01,2016 and violation of Annexure IV of Master Direction Non-Banking Financial Company –
Systemically lmportant Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions,
2016 dated September 01, 2016. Our Company vide its letter dated November 9, 2022 responded to the Inspection
Report and provided further compliance along with documentary evidence. Further, our Company has received
letter from RBI dated December 27, 2022 seeking further clarifications on inspection comments. Accordingly,
our Company has submitted its reply vide letter dated February 17, 2023.

Further to this, our Company received a communication from the RBI on March 17, 2023, requesting additional
details on inspection findings. Following this, a show cause notice was issued by the RBI on April 13, 2023, under
Sections 45JA, 45L, 45M, 58-B(5)(aa), and 58G of the Reserve Bank of India Act, 1934. In response, our
Company replied to the show cause notice and the RBI’s March 17, 2023 letter on April 28, 2023, and May 08,
2023, respectively. Subsequently, we received further letters from the RBI on May 30, 2023, July 12, 2023, August
11, 2023, October 09, 2023, November 16, 2023, January 15, 2024, and April 05, 2024 each time seeking
additional clarifications on inspection findings. Our firm responded to each of these letters on July 10, 2023,

20
August 04, 2023, September 05, 2023, November 06, 2023, December 14, 2023, March 11, 2024 and May 20,
2024 respectively. Furthermore, RBI imposed penalty of ₹ 13.38 lakh vide order dated October 25, 2023, and
Company has paid the penalty amount on November 13, 2023.

Recently, our company received another letter from the RBI on June 27, 2024, seeking further clarifications on
inspection comments, to which we are currently formulating a response.

While our Company strives to address all the concerns raised by RBI in relation to its inspection and observations
made thereunder, any adverse action taken by RBI with regard to such inspections could adversely affect our
business and operations. There can be no assurance that in the future the RBI will not pass any orders levying
penalty, on our Company, on the basis of its periodical inspection of our Company, which may in turn adversely
affect our reputation, business, operations, and profitability. In the event we are unable to resolve such deficiencies
or irregularity or noncompliance to the satisfaction of the relevant authority, we may be restricted in our ability to
conduct our business as we currently do and may have an impact on our financial including our capital adequacy
ratio.

2. We have received a letter dated February 10, 2014 from the RBI (“RBI Letter”) inter-alia alleging non-
compliance with RBI circular DNBS (T) No. 983/02.03.057/2013-14 dated October 29, 2008 (“RBI
Circular”). Further, we have also received a letter dated July 29, 2016 from the RBI, pursuant to an
inspection under Section 12(1) of the FEMA, relating to our money changing business (“RBI Inspection
Letter”). Any adverse order by RBI could adversely affect our ability to conduct business, which would in
turn result in material adverse effect on our business and results of operations.

Our Company has received the RBI Inspection Letter wherein the RBI has observed certain irregularities and
deficiencies in relation to our money changing business, such as unavailability of the declaration by the Directors
on ‘fit and proper criteria’ as on March 31, 2016; failure to submit the annual statement showing foreign currency
as written-off as on March 31, 2016; non-conformity of application cum declaration format used for sale for
foreign exchange with instructions issued by the RBI; unavailability of statutory auditor’s certificate on
compliance with KYC/AML/CFT guidelines; and non-submission of audited balance sheet and NOF certificate
as on March 31, 2016. Consequently, our Company has been directed by the RBI to take necessary action and
rectification, and to submit a compliance report within a period of 30 days from the date of receipt of the RBI
Inspection Letter.

Our Company has responded to the RBI vide a letter dated August 12, 2016, wherein our Company has
categorically addressed the concerns raised by the RBI. Subsequently, the RBI, vide letters dated September 20,
2016 and November 30, 2016 directed our Company to rectify deficiencies detected during the RBI inspection.
Our Company vide its letter dated December 15, 2016 confirmed compliance with the instructions regarding the
application cum declaration form and submitted date wise data of forex purchased and sold by its authorised
branches for period from November 8, 2016 to November 30, 2016. Any adverse action taken by RBI with regard
to such inspections could adversely affect our business and operations.

3. We are subject to inspections by CDSL in our capacity as a depository participant and any adverse action
taken by CDSL could affect our business and operations.

As a depository participant, we are subject to periodic inspection by CDSL. For instance, CDSL conducted an
inspection for the period between July 1, 2018 to September 30, 2019 and vide its inspection report dated July 23,
2019 observed certain discrepancies with respect to CKYC records and activation status of our Company’s login
credentials with FIU India and directed our Company to rectify the aforesaid discrepancies. In this regard, our
Company vide its letter dated August 22, 2019 submitted a compliance report to CDSL. Further our Company has
received inspection report dated June 25, 2021 (“Inspection Report”), pursuant to the inspection conducted by
CDSL for the period July 1, 2019 to April 30, 2021. CSDL vide its Inspection Report observed certain
discrepancies with respect to KYC records, annexure not obtained for payment details of market transfers,
supporting documents and affidavit not obtained for account transmission in case of holder name mismatch,
investor grievance email ID not designated on website and action not taken for hold and under process cases of
CKYC registration. In this regard, our Company vide its letter dated August 14, 2021 submitted a compliance
report dated August 11, 2021 to CDSL

Further, our Company has received an inspection report dated June 14, 2022 (“Inspection Report”), pursuant to
the inspection conducted by CDSL for the period May 1, 2021 to April 30, 2022. CSDL vide its Inspection Report
observed certain discrepancies with respect to DP does not have an official who has undergone CDSL 4 days

21
training programme and DP has not implemented provision for generating surveillance alerts in their back office.
Our Company has submitted its response to the Inspection Report vide its letter dated July 11, 2022.

Further, our Company has received an inspection report dated May 30, 2023 (“Inspection Report”), pursuant to
the inspection conducted by CDSL for the period May 1, 2022 to April 30, 2023. Our Company has submitted its
response to the Inspection Report vide its letter dated June 20, 2023. While our Company strives to address all the
concerns raised by CDSL, there can be no guarantee that CDSL shall be satisfied with our Company’s responses
and that the CDSL shall not take any adverse action pursuant to such inspections. Any such actions by CDSL
could adversely affect our business and operations.

4. We are subject to restrictive covenants in certain short-term and long-term debt facilities provided to us by
our lenders.

We have entered into agreements for availing financial facilities from various lenders. Certain covenants in these
agreements require us to obtain approval / permission from our lenders in certain conditions. These conditions
include, amongst others, implementation of any scheme of expansion / diversification / renovation / capital
expenditure, formulation of any scheme of amalgamation or reconstruction, undertaking of guarantee obligation,
any change in our capital structure. In the event of default or the breach of certain covenants, our lenders have the
option to make the entire outstanding amount payable immediately. There can be no assurance that we will be
able to comply with these financial or other covenants or that we will be able to obtain consents necessary to take
the actions that we believe are required to operate and grow our business.

For further details in this regard, including approvals obtained from our lenders for this Issue, please refer chapter
“Financial Indebtedness” on page 145.

5. Our ability to access capital also depends on our credit ratings. Any downgrade in our credit ratings would
increase borrowing costs and constrain our access to capital and lending markets and, thus, would
negatively affect our net interest margin and our business.

The NCDs proposed to be issued under this Issue have been rated “IND A-/Stable”, by India Ratings & Research
Private Limited (“IRRPL”) for an amount up to ₹ 20,000 lakhs vide its letter dated June 26, 2024, and rating
rationale/press release dated June 26, 2024. Ratings reflect a rating agency’s opinion of our financial strength,
operating performance, strategic position, and ability to meet our obligations. Any, downgrade of our credit ratings
would increase borrowing costs and constrain our access to debt and bank lending markets and, thus, would
adversely affect our business. In addition, downgrading of our credit ratings could increase the possibility of
additional terms and conditions being added to any new or replacement financing arrangements. For details
regarding ratings received by our Company, please refer to “Our Business - Our Borrowings and Credit Ratings”
on page 122.

6. Our Company, two of our Promoter Directors and one of our Group Companies are subject to certain legal
proceedings and any adverse decision in such proceedings may have a material adverse effect on our
business, financial condition and results of operations.

Our Company, two of our Promoter Directors and one of our Group Companies are subject to certain legal
proceedings including civil suits, consumer litigations, tax litigations, trademark infringement suits etc. We incur
substantial cost in defending these proceedings before a court of law. Moreover, we are unable to assure you that
our Company, our Promoter Directors, or our Group Company shall be successful in any or all of these actions.
In the event we or our Promoter Directors suffer any adverse order, it may have an adverse impact on our
reputation, business and results of operations. We cannot assure you that an adverse order by any statutory or
governmental authority will not have a negative impact on our profit and financial condition. For further details
of the legal proceedings that we are subject to, please refer to the chapter titled “Outstanding Litigations”
beginning on page 269.

7. Most of the supporting documents in connection with the biographies of the directors included in the
section “Our Management” of this Prospectus are unavailable.

Certain documents supporting the information included in this Prospectus with respect to previous work
experience of the directors, disclosed in the sections titled “Our Management” on page 129 may not be available.
Accordingly, reliance has been placed on declarations and undertakings furnished by such director to us and the
Lead Manager to disclose details of their previous work experience in this Prospectus. We and the Lead Manager

22
have been unable to independently verify these details prior to inclusion in this Prospectus. Further, there can be
no assurances that our Director will be able to trace the relevant documents pertaining to their previous work
experience in future, or at all.

8. Some of our Group Companies are enabled by their respective memorandums of association to undertake
activities similar to the activities conducted by our Company which may be potential source of conflict of
interest for us and which may have an adverse effect on our operations.

Our Promoter Directors are the sole shareholders and directors on the board of our Group Company, Kosamattam
Nidhi Limited (“KNL”), which was incorporated on May 21, 2018 pursuant to a certificate of incorporation issued
by the RoC and can be expected to devote some of their time and resources to these Group Companies. There can
be no assurance that our Promoter Directors’ role in KNL will not present any conflicts of interest or potential
conflicts of interest.

Further, KNL has been registered as a ‘nidhi company’ in accordance with Section 406 of the Companies Act,
2013 and shall undertake the business of lending to its members. There are no non-compete
agreements/arrangements between our Company and KNL. The memorandum of association of KNL entitles it
to undertake and carry out businesses activities that are similar or related to our business. There can be no
assurance that KNL will not provide comparable services, expand their presence or acquire interests in competing
ventures in the locations in which we operate. As a result, a conflict of interest may occur between our business
and the business of KNL, which could have an adverse effect on our operations.

However, due to adverse market conditions, the Company has not been effectively operating for the past 2 years
and hence the Company in compliance with the requirements of the Companies Act, 2013 and other applicable
statutes, filed an application with the Registar of Companies, Kerala on April 08 2024, for removal of the name
of the Company from the Register of Companies. The application was taken on record and the Company is under
the process of stiking off.

9. Our Company was unable to trace certain secretarial records, including records pertaining to the allotment
of Equity Shares acquired by our past shareholders prior to August 2004.

We have been unable to locate the copies of certain of our secretarial records, i.e. prescribed forms filed by us
with the Registrar of Companies, including, among others, in respect of the allotment of Equity Shares from
incorporation until August 2004. While we believe that these forms were duly filed on a timely basis, we have not
been able to obtain copies of these documents, including from the Registrar of Companies. We cannot assure you
that we will not be subject to any adverse action by a competent regulatory authority in this regard.

10. A major part of our branch network is concentrated in southern India and we derive majority of our
revenue from southern India. Any breakdown of services in these areas could have a material and adverse
effect on our results of operations and financial conditions.

We derive majority of our revenue from our 968 branches situated in southern India out of 987 of our total
branches as on June 30, 2024. As a result, we are exposed to risks including any change in policies relating to
these states, any localised social unrest, any natural disaster and any event or development which could make
business in such states less economically beneficial. Any such risk, if materialises, could have a material adverse
effect on the business, financial position and results of operations of our Company. For further details of our
branch network within India, please refer to the chapter titled “Our Business” on page 107.

11. Our business is capital intensive and any disruption or restrictions in raising financial resources could
have a material adverse effect on our liquidity and financial condition.

Our liquidity and ongoing profitability is largely dependent upon our timely access to and the costs associated in
raising resources. Our funding requirements historically have been met from a combination of borrowings such
as working capital limits from banks and issuance of secured and unsecured redeemable non-convertible
debentures on private placement basis and public issues of secured and unsecured redeemable non-convertible
debentures. Thus, our business depends and will continue to depend on our ability to access diversified low-cost
funding sources.

Our ability to raise funds on acceptable terms and at competitive rates continues to depend on various factors
including our credit ratings, the regulatory environment and policy initiatives in India, developments in the

23
international markets affecting the Indian economy, investors' and/or lenders' perception of demand for debt and
equity securities of NBFCs, and our current and future results of operations and financial condition.

The crisis in the global credit market that began in mid-2007 destabilised the then prevailing lending model by
banks and financial institutions. The capital and lending markets were highly volatile and access to liquidity had
been significantly reduced. In addition, it became more difficult to renew loans and facilities as many potential
lenders and counterparties also faced liquidity and capital concerns as a result of the stress in the financial markets.
If any event of similar nature and magnitude occurs again in the future, it may result in increased borrowing costs
and difficulty in accessing debt in a cost-effective manner. Moreover, we are a NBFC-ND-SI, and do not have
access to public deposits.

The RBI has issued guidelines vide notification no. DBOD.BP.BC.No. 106/21.04.172/2011-12 on May 18, 2012
whereby it has instructed banks to (i) reduce their regulatory exposure on a single NBFC having gold loans to the
extent of 50.00% or more of its financial assets from 10.00% to 7.50% of their capital funds; and (ii) have an
internal sub-limit as decided by the boards of the respective banks on their aggregate exposure to all such NBFCs
having gold loans to the extent of 50% or more of their financial assets, taken together, which sub-limit should be
within the internal limits fixed by banks for their aggregate exposure to all NBFCs taken together.

The RBI vide its circular RBI/2014-15/475 DNBS (PD) CC No.021/03.10.001/2014-15 dated February 20, 2015
issued certain guidelines with respect to raising money through private placement by NBFCs in the form of non-
convertible debentures. These guidelines include restrictions on the minimum subscription amount for a single
investor at ₹20,000, the issuance of private placement of NCDs shall be in two separate categories, those with a
maximum subscription of less than ₹1 crore and those with a minimum subscription of ₹1 crore and above, the
restriction of number of investors in an issue to 200 investors for a maximum subscription of less than ₹1 crore
which shall be fully secured, there is no limit on the number of subscribers in respect of issuances with a minimum
subscription of ₹1 crore and above while the option to create security in favour of subscribers will be with the
issuers and such unsecured debentures shall not be treated as public deposits, restriction on NBFCs for issuing
debentures only for deployment of funds on its own balance sheet and not to facilitate resource requests of group
entities/parent company/associates, prohibition on providing loan against its own debentures, etc. This has resulted
in limiting our Company’s ability to raise fresh debentures on private placement basis.

A significant portion of our debt matures each year. Out of the total amount of our outstanding NCDs,
₹2,20,372.82 lakhs, issued by our Company as of March 31, 2024, NCDs amounting to ₹ 47,570.17 Lakhs will
mature on or before March 31, 2025. In order to retire these instruments, we either will need to refinance this debt,
which could be difficult in the event of volatility in the credit markets or raise equity capital or generate sufficient
cash to retire the debt.

Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult
for us to access funds at competitive rates. As a NBFC, we also face certain restrictions on our ability to raise
money from international markets, which may further constrain our ability to raise funds at attractive rates. Any
disruption in our primary funding sources at competitive costs would have a material adverse effect on our
liquidity and financial condition.

12. Our financial performance is primarily dependent on interest rate risk. If we are unable to manage interest
rate risk in the future it could have an adverse effect on our net interest margin, thereby adversely affecting
business and financial condition of our company.

Our results of operations are substantially dependent upon the level of our Net Interest Margins. Income from
operations is the largest component of our total income, and constituted 99.42%, 99.49% and 99.44% for the
Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022, respectively. Interest rates are
sensitive to many factors beyond our control, including the RBI’s monetary policies, domestic and international
economic and political conditions, and other factors.

Over the last several years, the Government of India has substantially deregulated the financial sector. As a result,
interest rates are now primarily determined by the market, which has increased the interest rate risk exposure of
all banks and financial intermediaries in India, including us.

Our policy is to attempt to balance the proportion of our interest earning assets, which bear fixed interest rates,
with interest bearing liabilities. A significant portion of our liabilities, such as our NCDs carry fixed rates of
interest. Moreover, we do not hedge our exposure to interest rate changes. We cannot assure you that we can

24
adequately manage our interest rate risk in the future or can effectively balance the proportion of our fixed rate
loan assets and liabilities. Further, changes in interest rates could affect the interest rates charged on interest
earning assets and the interest rates paid on interest bearing liabilities in different ways. Thus, our results of
operations could be affected by changes in interest rates and the timing of any re-pricing of our liabilities compared
with the re-pricing of our assets.

In a rising interest rate environment, if the yield on our interest earning assets does not increase at the same time
or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does
not decline at the same time or to the same extent as the yield on our interest earning assets, our net interest income
and net interest margin would be adversely affected.

13. We have had negative net cash flows from our operating, investing and financing activities in the recent
fiscal years. Any negative cash flows in the future may adversely affect our results of operations and
financial condition.

We have had negative net cash flows from our operating, investing and financing activities in the last three fiscal
years ended March 31, 2024, March 31, 2023 and March 31, 2022, the details of which are summarised below:
(in ₹ lakhs)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Net cash generated from/ (used in) (34,053.04) (73,285.07) (37,899.93)
operating activities
Net cash generated from/ (used in) investing (6,226.20) (6,079.51) (8,900.58)
activities
Net cash generated from/ (used in) 39,245.17 75,834.91 37,743.62
financing activities

Any negative cash flows in the future may adversely affect our results of operations and financial condition. For
further details, please see the sections titled “Financial Statements” on page 143.

14. We face increasing competition in our business which may result in declining interest margins. If we are
unable to compete successfully, our market share may also decline.

Our principal business is providing Gold Loan to customers in India secured by gold jewellery. Historically, the
Gold Loan industry in India has been largely unorganised and dominated by local jewellery pawn shops and
money lenders, with little involvement from public sector or private sector banks. Gold Loan financing was
availed predominantly by lower income group customers with limited or no access to other forms of credit,
however, such income group has gained increased access to capital through organised and unorganised money
lenders, which has increased our exposure to competition. The demand for Gold Loans has also increased due to
relatively lower and affordable interest rates, increased need for urgent borrowing or bridge financing
requirements, the need for liquidity for assets held in gold and increased awareness and acceptance of Gold Loan
financing.

All of these factors have resulted in increased competition from other lenders in the Gold Loan industry, including
commercial banks and other NBFCs, who also have access to funding from customers’ savings and current
deposits. We are reliant on higher cost loans and debentures for our funding requirements, which may reduce our
margins compared to competitors. Our ability to compete effectively will depend, to some extent, on our ability
to raise low cost funding in the future. If we are unable to compete effectively with other participants in the Gold
Loan industry, our business, financial condition and results of operations may be adversely affected. Furthermore,
as a result of increased competition in the Gold Loan industry, Gold Loans are becoming increasingly
standardised. Variable interest rates, variable payment terms and waiver of processing fees are also becoming
increasingly common.

In our microfinance business, we face competition from other NBFCs, microfinance companies as well as both
commercial and small finance banks. In addition, the RBI has set out guidelines applicable to microfinance
institutions which restrict the number of microfinance institutions that can extend loans to the same borrower and
also limit the maximum amount of loan that can be extended. The presence of microfinance institutions in India
is not uniform and certain regions have a concentration of a large number of microfinance institutions while there
are regions which have very few and even no microfinance institution presence. In any particular region, the level
of competition depends on the number of microfinance institutions that operate in such area. In addition, our target
customers also borrow from money lenders and non-institutional lenders which may lend at higher rates of interest.

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Our ability to compete effectively will depend, to an extent, on our ability to raise low-cost funding in the future
as well as our ability to maintain or decrease our operating expenses by increasing operational efficiencies and
managing credit costs. As a result of increased competition in the various sectors we operate in, products in our
industry have become increasingly standardised and variable interest rate and payment terms and lower processing
fees are becoming increasingly common across our products. There can be no assurance that we will be able to
effectively address these or other finance industry trends or compete effectively with new and existing commercial
banks, NBFCs, payment banks, other small finance banks and other financial intermediaries that operate across
our various financing products.

In addition, the government has issued schemes such as Pradhan Mantri Jan-Dhan Yojana to ensure access to
financial services in an affordable manner. Further, public sector banks as well as existing private sector banks,
have an extensive customer and depositor base, larger branch networks, and in case of public sector banks,
Government support for capital augmentation, due to which they may enjoy corresponding economies of scale
and greater access to low-cost capital, and accordingly, we may not be able to compete with them. An inability to
effectively address such competition may adversely affect our market share, business prospects, results of
operations and financial condition.

15. Volatility in the market price of gold may adversely affect our financial condition, cash flows and results
of operations.

We extend loans secured mostly by household gold jewellery. A sustained decrease in the market price of gold
could cause a corresponding decrease in new Gold Loans in our loan portfolio and, as a result, our interest income.
In addition, customers may not repay their loans and the gold jewellery securing the loans may have decreased
significantly in value, resulting in losses which we may not be able to support. The impact on our financial position
and results of operations of a hypothetical decrease in gold values cannot be reasonably estimated because the
market and competitive response to changes in gold values is not pre-determinable.

16. We may not be able to realise the full value of our pledged gold, which exposes us to potential loss.

We may not be able to realise the full value of our pledged gold, due to, among other things, defects in the quality
of gold or wastage that may occur when melting gold jewellery into gold bars. We have in place an extensive
internal policy on determining the quality of gold prior to disbursement of the Gold Loan. However, we cannot
assure you that the methods followed by us are fool proof and the impurity levels in the gold can be accurately
assessed.

In the case of a default, we may auction the pledged gold in accordance with our auction policy. We cannot assure
you that we will be able to auction such pledged gold jewellery at prices sufficient to cover the amounts under
default. Moreover, there may be delays associated with the auction process or other processes undertaken by us
to recover the amount due to us. Any such failure to recover the expected value of pledged gold could expose us
to a potential loss and which could adversely affect our financial condition and results of operations.

17. We may not be able to successfully sustain our growth strategy. Inability to effectively manage our growth
and related issues could materially and adversely affect our business and impact our future financial
performance.

Our income from operations increased from ₹ 62,464.65 lakhs in the Financial Year ended March 31, 2022 to ₹
85,783.84 lakhs in the Financial Year ended March 31, 2024, thereby achieving compounded annual growth rate
(“CAGR”) of 11.15 %. In this same period, the loan book increased from ₹ 4,04,341.25 lakhs for the Financial
Year ended March 31, 2022 to ₹ 5,38,260.10 lakhs for the Financial Year ended March 31, 2024 at a CAGR of
10.01 %.

Our growth strategy includes growing our loan book, expanding network of branches and expanding the range of
products and services. We cannot assure you that we will be able to execute our growth strategy successfully or
continue to achieve or grow at the levels of revenue earned in recent years, or that we will be able to expand
further our loan book. Furthermore, there may not be sufficient demand for our services or they may not generate
sufficient revenues relative to the costs associated with offering such services. Even if we were able to introduce
new services successfully, there can be no assurance that we will be able to achieve our intended return on such
investments.

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Further, principal component of our strategy is to continue to grow by expanding the size and geographical scope
of our businesses. This growth strategy will place significant demands on our management, financial and other
resources. It will require us to continuously develop and improve our operational, financial and internal controls.
It also includes undertaking permission from various authorities, including RBI and various regulatory
compliances. Continuous expansion increases the challenges involved in financial management, recruitment,
training and retaining high quality human resources, preserving our culture, values and entrepreneurial
environment, and developing and improving our internal administrative infrastructure.

18. If we are not able to control the level of non-performing assets in our portfolio, the overall quality of our
loan portfolio may deteriorate and our results of operations may be adversely affected.

We may not be successful in our efforts to improve collections and/or enforce the security interest on the gold
collateral on existing as well as future non-performing assets. Moreover, as our loan portfolio increases, we may
experience greater defaults in principal and/or interest repayments. Thus, if we are not able to control our level of
non-performing assets, the overall quality of our loan portfolio may deteriorate and our results of operations may
be adversely affected. Our gross NPAs for the financial years ended March 31, 2024, March 31, 2023 and March
31, 2022 were ₹ 7,761.03 , ₹ 7,754.86 lakhs and ₹ 5,742.29 lakhs, respectively.

The RBI Master Directions prescribe the provisioning required in respect of our outstanding loan portfolio. Should
the overall credit quality of our loan portfolio deteriorate, the current level of our provisions may not be adequate
to cover further increases in the amount of our non-performing assets. Furthermore, although we believe that our
total provision will be adequate to cover all known losses in our asset portfolio, our current provisions may not
be adequate when compared to the loan portfolios of other financial institutions. Moreover, there also can be no
assurance that there will be no further deterioration in our provisioning coverage as a percentage of gross non-
performing assets or otherwise, or that the percentage of non-performing assets that we will be able to recover
will be similar to our past experience of recoveries of non-performing assets. In the event of any further increase
in our non-performing asset portfolio, there could be an even greater, adverse impact on our results of operations.

19. Our ability to lend against the collateral of gold jewellery has been restricted on account of guidelines
issued by RBI, which may have a negative impact on our business and results of operation.

RBI vide the Master Directions has stipulated all NBFCs to maintain a loan to value (LTV) ratio not exceeding
75% for loans granted against the collateral of gold jewellery and further prohibits lending against bullion/primary
gold and gold coins. This notification will limit our ability to provide loan on the collateral of gold jewellery and
thereby putting us at a disadvantage vis-à-vis unregulated money lenders offering similar products. Further, RBI
in the Master Directions, has mandated NBFCs primarily engaged in lending against gold jewellery (such loans
comprising 50% or more of their financial assets) to maintain a minimum Tier 1 capital of 12%. Such restrictions
imposed by RBI may erode our margins, impact our growth and business prospects.

RBI in the Master Directions further tightened the norms for lending against the security of gold ornaments by
pegging the maximum lendable value (LTV) to 30 day moving average closing price of 22 carat gold quoted by
India Bullion and Jewellers Association Limited (formerly known as Bombay Bullion Association Limited). Any
such future restrictions by RBI could have a negative impact on our business and results of operation.

20. We are subject to certain restrictive covenants in our loan documents, which may restrict our operations
and ability to grow and may adversely affect our business.

There are restrictive covenants in the agreements we have entered into with our lender. These restrictive covenants
require us to seek the prior permission of these banks/financial institutions for various activities, including,
amongst others, to declare dividend, for any change in the management/constitution, takeovers/mergers etc. or
any expansion, new project/investment/acquiring assets under lease/enter into borrowing arrangements, to
undertake any new project, or diversification, modernisation, amend or modify its Memorandum and Articles of
Association/Bye Laws/Trust Deeds etc. For details of these restrictive covenants, see the chapter titled “Financial
Indebtedness” beginning on page 145.

21. We are subjected to supervision and regulation by the RBI as a NBFCs- Middle Layer, and changes in
RBI’s regulations governing us could adversely affect our business.

We are subject to the RBI’s guidelines on financial regulation of NBFCs, including capital adequacy, exposure
and other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to

27
commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBI’s
regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional
cost or could otherwise adversely affect our business and our financial performance. Through the Master
Directions, RBI has amended the regulatory framework governing NBFCs to address concerns pertaining to risks,
regulatory gaps and arbitrage arising from differential regulations and aims to harmonise and simplify regulations
to facilitate a smoother compliance culture among NBFCs.

As a NBFCs – Middle Layer, our Company is required to maintain a capital adequacy ratio of at least 15.00% of
our aggregate risk-weighted assets of our balance sheet (on-balance sheet and of risk adjusted value of off -balance
sheet items) on an ongoing basis. Our Company’s capital adequacy ratio was 18.42% as of March 31, 2024. If we
continue to grow our Total Credit Exposure and asset base, we will be required to raise additional capital in order
to continue to meet applicable capital adequacy ratios with respect to our business. There can be no assurance that
we will be able to raise adequate additional capital in the future on terms favourable to us or at all, which could
result in non-compliance with applicable capital adequacy ratios and may adversely affect the growth of our
business. Further, our Tier I capital comprising of 16.16% as of March 31, 2024. If we continue to grow our loan
portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to
meet applicable capital adequacy ratios and Tier I capital requirements with respect to our business of Gold Loans.
There can be no assurance that we will be able to maintain adequate capital adequacy ratio or Tier I capital by
raising additional capital in the future on terms favourable to us, or at all. Failure to maintain adequate capital
adequacy ratio or Tier I capital may adversely affect the growth of our business.

Moreover, under the Master Directions – Reserve Bank of India (Non-Banking Financial Company – Scale Based
Regulation) Directions, 2023, the threshold for defining the NBFCs based on their size, activity and perceived
riskiness. NBFCs-Middle Layer will be those NBFCs which are above asset size of ₹ 100,000 lakhs as per the last
audited balance sheet. We cannot assure you that the Master Directions and its applicability to us will not have a
material and adverse effect on our future financial conditions and results of operations.

Even though the RBI, has not provided for any restriction on interest rates that can be charged by non-deposit
taking NBFCs, there can be no assurance that the RBI and/or the Government will not implement regulations or
policies, including policies or regulations or legal interpretations of existing regulations, relating to or affecting
interest rates, taxation, inflation or exchange controls, or otherwise take action, that could have an adverse effect
on non-deposit taking NBFCs. In addition, there can be no assurance that any changes in the laws and regulations
relative to the Indian financial services industry will not adversely impact our business.

22. We may be subject to regulations in respect of provisioning for non-performing assets. If such provisions
are not sufficient to provide adequate cover for loan losses that may occur, this could have an adverse
effect on our financial condition, liquidity and results of operations.

RBI guidelines prescribe the provisioning required in respect of our outstanding loan portfolio. These provisioning
requirements may require us to reserve lower amounts than the provisioning requirements applicable to financial
institutions and banks in other countries. The provisioning requirements may also require the exercise of
subjective judgments of management. The RBI vide the Master Directions provides for the regulatory framework
governing NBFCs pertaining to provision for standard assets.

There are multiple factors that affect the level of NPAs in our Company. Prominent among them are fall in value
of gold, increase in the LTV ratio for gold loan etc.

The level of our provisions may not be adequate to cover further increases in the amount of our nonperforming
assets or a decrease in the value of the underlying gold collateral. If such provisions are not sufficient to provide
adequate cover for loan losses that may occur, or if we are required to increase our provisions, this could have an
adverse effect on our financial condition, liquidity and results of operations and may require us to raise additional
capital.

23. Microfinance loans are unsecured and are susceptible to certain operational and credit risks which may
result in increased levels of NPAs.

Our microfinance customers typically belong to the economically weaker sections and are diverse in nature, which
include customers involved in income generating business activities, with limited sources of income, savings and
credit records, and are therefore unable to provide us with any collateral or security for their loans. Such customers
are at times unable to or may not provide us with accurate information about themselves which is required by us

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in connection with loans. Further, in case of emergencies like death of the borrower or the borrower’s nominee,
our microfinance borrowers are given a holiday period from payment of instalment on the outstanding borrowings
which is later settled against payment received from the insurance companies.

In our microfinance business, we rely on non-traditional guarantee mechanisms rather than any tangible assets as
security collateral. Our microfinance business involves a joint liability mechanism whereby borrowers form a
joint liability group and provide guarantees for loans obtained by each member of such group. There can however
be no assurance that such joint liability arrangements will ensure repayment by the other members of the joint
liability group in the event of default by any one of them. Such joint liability arrangements are likely to fail if
there is no meaningful personal relationship or bond among members of such group, if inadequate risk
management procedures have been employed to verify the group members and their ability to repay such loans,
or as a result of adverse external factors such as natural calamities and forced migration.

As a result, our micro finance customers potentially present a higher risk of loss in case of a credit default
compared to that of customers in other asset-backed financing products. In addition, repayment of microfinance
loans are susceptible to various political and social risks, including any adverse publicity relating to the
microfinance sector accessing capital markets, public criticism of the microfinance sector, the introduction of a
stringent regulatory regime, and/or religious beliefs relating to loans and interest payments, which adversely affect
repayment by our customers and may have a material and adverse effect on our business prospects and future
financial performance.

There can be no assurance that we will be able to maintain our current levels of NPAs. In addition, it is difficult
to accurately predict credit losses, and there can be no assurance that our monitoring and risk management
procedures will succeed in effectively predicting such losses or that our loan loss reserves will be sufficient to
cover any such actual losses. As a result of the uncertain financial and social circumstances of our microfinance
customers and the higher risks associated with lending to such customers, we may experience increased levels of
NPAs and we may be required to make related provisions and write-offs that could have a material and adverse
effect on our business prospects and financial performance.

24. Our microfinance business involves transactions with relatively high-risk borrowers that typically do not
have access to formal banking channels, and high levels of customer defaults could adversely affect our
business, results of operations and financial condition.

Our microfinance business involves lending money to smaller, relatively low-income entrepreneurs and
individuals who have limited access or no access to formal banking channels, and therefore may not have any
credit history and as a result we are more vulnerable to customer default risks including default or delay in
repayment of principal or interest on our loans.

Some of our customers, especially the first-time borrowers, may not have any documented credit history, may
have limited formal education, and are able to furnish very limited information for us to be able to assess their
creditworthiness accurately. Consequently, we may not have past data on the customer’s borrowing behaviour. In
addition, we may not receive updated information regarding any change in the financial condition of our customers
or may receive inaccurate or incomplete information as a result of any fraudulent misrepresentation on the part of
our customers. It is therefore difficult to carry out credit risk analysis on our clients. Although we believe that our
risk management controls are stringently applied and are sufficient, there can be no assurance that they will
continue to be sufficient or that additional risk management strategies for our customers will not be required.

Further, our customers may default on their obligations as a result of various factors including bankruptcy, lack
of liquidity and / or failure of the business or commercial venture in relation to which such borrowings were
sanctioned. Although our microfinance business operates through a system of joint liability, we may still be
exposed to defaults in payment, which we may not be able to recover in full. If our borrowers fail to repay loans
in a timely manner or at all, our financial condition and results of operations will be adversely impacted.

25. Our ability to borrow from various banks may be restricted on account of guidelines issued by the RBI,
imposing restrictions on banks in relation to their exposure to NBFCs. Any limitation on our ability to
borrow from such banks may increase our cost of borrowing, which could adversely impact our growth,
business and financial condition.

Under RBI Master Circular DBR.BP.BC.No.5/21.04.172/2015-16 on bank finance to NBFCs issued on July 1,
2015, the exposure (both lending and investment, including off balance sheet exposures) of a bank to a single

29
NBFC engaged in lending against collateral of gold jewellery (i.e. such loans comprising 50% or more of its
financial assets) should not exceed 7.5%, of its capital funds. Banks may, however, assume exposures on a single
NBFC up to 12.5%, of their capital funds, provided the exposure in excess of 7.5% is on account of funds on-lent
by the NBFC to the infrastructure sector. Further, banks may also consider fixing internal limits for their aggregate
exposure to all NBFCs put together and should include internal sub-limit to all NBFCs providing Gold Loans (i.e.
such loans comprising 50% or more of their financial assets), including us. This limits the exposure that banks
may have on NBFCs such as us, which may restrict our ability to borrow from such banks and may increase our
cost of borrowing, which could adversely impact our growth, business and financial condition.

26. Our Gold Loans are due within 12 months of disbursement, and a failure to disburse new loans may result
in a reduction of our loan portfolio and a corresponding decrease in our interest income.

The Gold Loans we offer are due within a period of upto 12 months of disbursement. The relatively short-term
nature of our loans means that we are not assured of long-term interest income streams compared to businesses
that offer loans with longer terms. In addition, our existing customers may not obtain new loans from us upon
maturity of their existing loans, particularly if competition increases. The short-term nature of our loan products
and the potential instability of our interest income could materially and adversely affect our results of operations
and financial position.

27. Inaccurate appraisal of gold by our personnel may adversely affect our gold loan business and financial
condition.

The accurate appraisal of pledged gold is a significant factor in the successful operation of our business and such
appraisal requires a skilled and reliable workforce. Inaccurate appraisal of gold by our workforce may result in
gold being overvalued and pledged for a loan that is higher in value than the gold’s actual value, which could
adversely affect our reputation and business. Further, we are subject to the risk that our gold appraisers may
engage in fraud regarding their estimation of the value of pledged gold. Any such inaccuracies or fraud in relation
to our appraisal of gold may adversely affect our reputation, business and financial condition.

28. We are subject to regulations in relation to minimum capital adequacy requirements and our inability to
maintain our capital adequacy ratio could adversely affect our business.

The RBI Master Directions currently require NBFCs to comply with a capital to risk (weighted) assets ratio
(“CRAR”), consisting of Tier I and Tier II capital. Under these requirements, Tier I and Tier II capital should not
be less than 15% of the sum of the NBFC’s risk-weighted assets on-balance sheet and of risk adjusted value of
off-balance sheet items, as applicable. In addition, our Tier I capital, at any point in time, shall not be less than
10%. For details, see “Key Regulations and Policies” on page 306.

As of March 31, 2024, our CRAR was 18.42 %, with Tier I capital comprising 16.16 % and Tier II capital
comprising of 2.26 %. As we continue to grow our loan portfolio and asset base, we will be required to raise
additional Tier I and Tier II capital in order to remain in compliance with the applicable CRARs. Further, the RBI
may increase its minimum CRAR threshold, which may require us to raise additional capital. We cannot assure
you that we will be able to raise adequate capital in the future on terms favourable to us, or at all, which may
adversely affect the growth of our business. Further, the RBI may also in the future require compliance with other
prudential norms and standards, which may require us to alter our business and accounting practices or take other
actions that could adversely affect our business and operating results.

29. Our branches are vulnerable to theft and burglary. While we are insured against the risk of burglary
arising from our business, such insurance may not be sufficient to fully cover the losses we suffer and this
may result in adverse effect on our financial condition and results of operations.

Storage of pledged gold jewellery as part of our business entails the risk of theft/burglary and resulting loss to our
reputation and business. The short tenure of the loans advanced by us and our practice of processing loan
repayments within short timelines require us to store pledged gold on our premises at all points in time. With
regard to cases of theft/burglaries, we may not be able to recover the entire amount of the loss suffered and may
receive only a partial payment of the insurance claim. While we are insured against the risk of burglary arising
from our business, such insurance may not be sufficient to fully cover the losses we suffer. Further, the actual
recovery of the insured amount from the insurer requires the undertaking of certain procedures, and any delay in
recovery could adversely affect our reputation and results of operation.

30
30. The insurance coverage taken by us may not be adequate to protect against certain business risks. This
may adversely affect our financial condition and result of operations.

Operating and managing a Gold Loan business involves many risks that may adversely affect our operations and
the availability of insurance is therefore important to our operations. We believe that our insurance coverage is
adequate to cover us. However, to the extent that any uninsured risks materialise or if it fails to effectively cover
any risks, we could be exposed to substantial costs and losses that would adversely affect our financial condition.
In addition, we cannot be certain that the coverage will be available in sufficient amounts to cover one or more
large claims or that our insurers will not disclaim coverage as to any particular claim or claims. Occurrence of any
such situation could adversely affect our financial condition and results of operations.

31. Our entire customer base comprises individual borrowers, who generally are more likely to be affected by
declining economic conditions than larger corporate borrowers.

A majority of our customer base belongs to the low to medium income group. Furthermore, unlike many
developed economies, a nationwide credit bureau has only recently become operational in India, so there is less
financial information available about individuals, particularly our focus customer segment of the low to medium
income group. It is therefore difficult to carry out precise credit risk analyses on our customers. While we follow
certain procedures to evaluate the credit profile of our customers before we sanction a loan, we generally rely on
the quality of the pledged gold rather than on a stringent analysis of the credit profile of our customers. Although
we believe that our risk management controls are sufficient, we cannot be certain that they will continue to be
sufficient or that additional risk management policies for individual borrowers will not be required. Failure to
maintain sufficient credit assessment policies, particularly for individual borrowers, could adversely affect our
loan portfolio, which could in turn have an adverse effect on our financial condition, cash flows and results of
operations.

32. We strive to attract, retain and motivate key employees, and our failure to do so could adversely affect our
business. Failure to hire key executives or employees could have a significant impact on our operations.

While we strive to attract, train, motivate and retain highly skilled employees, especially branch managers and
gold assessment technical personnel, any inability on our part to hire additional personnel or retain existing
qualified personnel may impair our ability to expand our business could lead to a decline of our revenue. Hiring
and retaining qualified and skilled managers and sales representatives are critical to our future, and competition
for experienced employees in the gold loan industry is intense. In addition, we may not be able to hire and retain
enough skilled and experienced employees to replace those who leave, or may not be able to re-deploy and retain
our employees to keep pace with continuing changes in technology, evolving standards and changing customer
preferences. The failure to hire key executives or employees or the loss of executives and key employees could
have a significant impact on our operations.

33. We are subject to the risk of fraud by our employees and customers. Our lending operations involve
significant amounts of cash collection which may be susceptible to loss or misappropriation or fraud by
our employees. Specifically, employees operating in remote areas may be susceptible to criminal elements
which may adversely affect our business, operations and ability to recruit and retain employees.

We are exposed to the risk of fraud and other misconduct by employees and customers. While we carefully recruit
all of our employees and screen all our employees who are responsible for disbursement of Gold Loans and
custody of gold, there could be instances of fraud with respect to Gold Loans and cash related misappropriation
by our employees. We are required to report cases of internal fraud to the RBI, which may take appropriate action.
We have also filed police complaints alleging fraud and misappropriation of gold by our employees in the past.
We cannot guarantee you that such acts of fraud will not be committed in the future, and any such occurrence of
fraud would adversely affect our reputation, business and results of operations.

Our lending and collection operations involve handling of significant amounts of cash, including collections of
instalment repayments in cash which is the norm in the finance industry. Large amounts of cash collection expose
us to the risk of loss, fraud, misappropriation or unauthorised transactions by our employees responsible for
dealing with such cash collections. While we obtain insurance, coverage including fidelity coverage and coverage
for cash in safes and in transit, and undertake various measures to detect and prevent any unauthorised
transactions, fraud or misappropriation by our employees, these measures may not be sufficient to prevent or deter
such activities in all cases, which may adversely affect our business operations and financial condition. In addition,
we may be subject to regulatory or other proceedings in connection with any such unauthorised transaction, fraud

31
or misappropriation by our agents or employees, which could adversely affect our goodwill, business prospects
and future financial performance.

Further, our employees operating in remote areas may be particularly susceptible to criminal elements as they are
involved in cash collection and transportation due to lack of local banking facilities. In the event of any such
adverse incident our ability to continue our operations in such areas will be adversely affected and our employee
recruitment and retention efforts may be affected, thereby affecting our expansion plans. In addition, if we
determine that certain areas of India pose a significantly higher risk of crime or political strife and instability, our
ability to operate in such areas will be adversely affected.

34. We are subject to the risk of unknowingly receiving stolen goods as collateral from customers which may
result in loss of collateral for the loan disbursed.

We have a policy in place to satisfy ownership of the gold jewellery and have taken adequate steps to ensure that
the KYC guidelines stipulated by RBI are followed and due diligence of the customer is undertaken prior to the
disbursement of loans. However, in the event that we unknowingly receive stolen goods as collateral from a
customer, the goods can be seized by authorities. Once seized by the authorities, gold items will be stored in court
storage facilities without a surety arrangement. No recourse is generally available to our Company in the event of
such seizure, except the recovery of the loss from the customer. Any seizure of the gold ornaments by the
authorities shall result in us losing the collateral for the loan disbursed and could adversely affect our business
and results of operations.

35. System failures or inadequacy and security breaches in computer systems may adversely affect our
operations and result in financial loss, disruption of our businesses, regulatory intervention or damage to
our reputation.

Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions.
Through our information technology systems, we manage our operations, market to our target customers, and
monitor and control risks. We are dependent upon the IT software for effective monitoring & management, and
any failure in our IT systems or loss of connectivity or any loss of data arising from such failure can impact our
business and results of operations.

36. We have entered into, and will continue to enter into, related party transactions.

We have entered into certain transactions with related parties and are likely to continue to do so in the future.
Although all such related-party transactions are at arm’s length, as required under the Companies Act and SEBI
Listing Regulations. We cannot assure you that such transactions, individually or in aggregate, will not have an
adverse effect on our financial condition and results of operations or that we could not have achieved more
favourable terms if such transactions had not been entered into with related parties. Such related-party transactions
may potentially involve conflicts of interest which may be detrimental to our interest and we cannot assure you
that such transactions, individually or in the aggregate, will always be in the best interests of our minority
shareholders and will not have an adverse effect on our business, financial condition and results of operations. For
further details, see “Financial Information” beginning on page 143.

37. Our internal procedures, on which we rely for obtaining information on our customers and loan collateral,
may be deficient and result in business losses.

We rely on our internal procedures for obtaining information relating to our customers and the loan collateral
provided. In the event of lapses or deficiencies in our procedures or in their implementation, we may be subject
to business or operational risk. For example, in the event that we unknowingly receive stolen goods as collateral
from a customer, the goods can be seized by authorities. Once seized by the authorities, gold items will be stored
in court storage facilities without a surety arrangement. No recourse will generally be available to our Company
in the event of such seizure, except the recovery of the loss from the customer.

38. Our inability to open new branches at correct locations may adversely affect our business.

Our business is dependent on our ability to service and support our customers from proximate locations and
thereby giving our customers easy access to our services. Further, it is vital for us to be present in key locations
for sourcing business as we depend on these branches to earn revenue. Thus, any inability on our part to open new
branches at correct locations may adversely affect our business and results of operations.

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39. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to
operate our business may have a material adverse effect on our business, financial condition and results
of operations.

NBFCs in India are subject to strict regulations and supervision by the RBI. In addition to the numerous conditions
required for the registration as a NBFC with the RBI, we are required to maintain certain statutory and regulatory
permits and approvals for our business. In the future, we will be required to renew such permits and approvals
and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant
authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Failure on our
part to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations
and may have a material adverse effect on our business, financial condition and results of operations.

In addition, our 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. Some of our branches have not applied
for such registration while other branches still have applications for registration pending. If we fail to obtain or
retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business may be
adversely affected. If we fail to comply, or a regulator claims we have not complied, with any of these conditions,
our certificate of registration may be suspended or cancelled, and we shall not be able to carry on such activities.

40. All our branch premises, except two branches are acquired on lease. Any termination of arrangements for
lease of our branches or our failure to renew the same in a favourable, timely manner, could adversely
affect our business and results of operations.

As on June 30, 2024, we had a total of 987 branches in 8 states and 1 union territory. Except 2 branches which
are owned by us, the remaining are located on leased premises. If any of the owners of these premises does not
renew an agreement under which we occupy the premises, attempts to evict us or seeks to renew an agreement on
terms and conditions non-acceptable to us, we may suffer a disruption in our operations or increased costs, or
both, which may adversely affect our business and results of operations.

41. We have ventured into new business areas and the sustainability, effective management and failure of
growth strategy could adversely affect our business and result of operations.

We have entered new businesses as part of our growth strategy. For example, we have received a corporate
insurance agency license from IRDA under the Insurance Act, 1938 for acting as a corporate agent for the Life
Insurance Corporation of India, which will enable us to market their life insurance plans. In furtherance to these
objectives our Company had obtained a certificate of renewal registration from the IRDA, dated March 28, 2022
to commence/carry business in the capacity of a Corporate Agent (Composite) under the Insurance Regulatory
and Development Authority Act, 1999.

Our Company has also started microfinancing activities. Additionally, our Company owns a parcel of agricultural
land in Kattappana village, Udumpanchola Taluk, Idukki district, admeasuring 108.74 acres, through which our
Company undertakes agricultural activity of cultivating cardamom. Our Company, on the basis of the definitive
agreements entered into for installation of four windmill units at Ramakkalmedu, Idukki district of Kerala has
completed the commissioning of the project and the windmills at Ramakkalmedu, Thookkupalam in Idukki
District have become operational. Our Company has also submitted a tariff petition with the energy commission
for fixing the tariff rate.

Our Company has also entered into agreements for its money transfer business with EBIX Money Express Private
Limited (“EBIX”) to act in the capacity of a sub representative to offer money transfer services. Our Company
also holds a FFMC license and carries on money changing activities through its branches authorised by RBI. As
on June 30, 2024, we had 1 head office and 61 authorised branches. Our currency operations include sale and
purchase of foreign exchange at different authorised branches.

We have little or no operating experience with such businesses, and you should consider the risks and difficulties
we may encounter by entering into new lines of business. New businesses may require significant capital
investments and commitments of time from our senior management, and there often is little or no prospect of
earnings in a new business for several years. Moreover, there is no assurance any new business we develop or
enter will commence in accordance with our timelines, if at all, which could result in additional costs and time

33
commitments from our senior management. There also can be no assurance that our management will be able to
develop the skills necessary to successfully manage these new business areas. Our inability to effectively manage
any of the above issues could materially and adversely affect our business and impact our future financial
performance.

42. Our contingent liabilities have not been provided for in our financial statements which, if materialize, may
impact our financial condition.

As at March 31, 2024, our financial statements disclosed and reflected the following contingent liabilities:

Particulars ₹ in lakhs
Income Tax Demand for the period 2011-12 to 2016-17 1,337.62
Kerala Value Added Tax demand for the period 2014-2015 83.36
Total contingent liabilities 1,420.98

Contingent liabilities based on the last audited financials:

(₹ in lakhs)
Particulars As at March 31,
2024
(I) Contingent Liabilities -
(a) Claims against the company not acknowledged as debt
(i) Income Tax Demands 1,337.62
(ii) GST Demands 2.56
(iii) Sales Tax Demands 83.36
Total contingent liabilities 1,423.54

If at any time we are compelled to pay all or a material proportion of these contingent liabilities, it would have a
material and adverse effect on our business, future financial performance and results of operations.

43. We rely significantly on our management team, our Key Managerial Personnel/Senior Management and
our ability to attract and retain talent. Loss of any member from our management team or that of our Key
Managerial Personnel/Senior Management may adversely affect our business and results of operation.

We rely significantly on our core management team which oversees the operations, strategy and growth of our
businesses. Our Key Managerial Personnel/Senior Management have been integral to our development. Our
success is largely dependent on our management team which ensures the implementation of our strategy. If one
or more members of our management team are unable or unwilling to continue in their present positions, they
may be difficult to replace, and our business and results of operation may be adversely affected.

RISKS PERTAINING TO THIS ISSUE

44. Changes in interest rates may affect the price of our NCDs which frequently accompany inflation and/or
a growing economy, are likely to have a negative effect on the price of our NCDs.

All securities where a fixed rate of interest is offered, such as our NCDs, 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 price of our NCDs.

45. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by
any bank or financial institution.

We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for the
purpose of onward lending and for repayment of interest and principal of existing loans and also for general
corporate purposes. For further details, see “Objects of the Issue” at page 75. The fund requirement and
deployment is based on internal management estimates and has not been appraised by any bank or financial
institution. The management will have significant flexibility in applying the proceeds received by us from the
Issue. The utilization details of the proceeds of the Issue shall be adequately disclosed as per applicable law.

34
Further, as per the provisions of the SEBI NCS Regulations, we are not required to appoint a monitoring agency
and therefore no monitoring agency has been appointed for the Issue.

46. The liquidity for the NCDs in the secondary market is very low and it may remain so in the future and the
price of the NCDs may be volatile.

The Issue will be a new public issue of NCDs for our Company and the liquidity in NCDs at present is very low
in the secondary market. Although an application has been made to list the NCDs on BSE, there can be no
assurance that liquidity for the NCDs will improve, and if liquidity for the NCDs were to improve, there is no
obligation on us to maintain the secondary market. The liquidity and market prices of the NCDs can be expected
to vary with changes in market and economic conditions, our financial condition and prospects and other factors
that generally influence market price of NCDs. Such fluctuations may significantly affect the liquidity and market
price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs.

47. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or
the interest accrued thereon in connection with the NCDs. Failure or delay to recover the expected value
from a sale or disposition of the assets charged as security in connection with the NCDs could expose the
holders to a potential loss.

Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in
connection therewith would be subject to various factors, including, inter-alia our financial condition, profitability
and the general economic conditions in India and in the global financial markets. We cannot assure you that we
would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued
thereon in a timely manner or at all. Although our Company will create appropriate security in favour of the
Debenture Trustee for the NCD Holders on the assets adequate to ensure minimum 100.00% asset cover for the
NCDs, which shall be free from any encumbrances, the realisable value of the assets charged as security, when
liquidated, may be lower than the outstanding principal and/or interest accrued thereon in connection with the
NCDs. A failure or delay to recover the expected value from a sale or disposition of the assets charged as security
in connection with the NCDs could expose you to a potential loss.

48. As the NCDs of our Company are listed on BSE, our Company is subject to certain obligations and
reporting requirements under SEBI Listing Regulations. Any non-compliances/delay in complying with
such obligations and reporting requirements may render us/our promoter liable to prosecution and/or
penalties.

Our Company is subject to the obligations and reporting requirements under SEBI Listing Regulations. In the
past, our Company had not complied with certain provisions relating to the submissions of documents and
intimations, in respect of the previous public issues, with Debenture Trustee. Our Company has received an email
dated September 14, 2022, from BSE stating that the Company was in non-compliance of regulations 52(7)/ 7A
of SEBI Listing Regulations in relation non-submission of statement indicating the utilisation of issue proceeds/
material deviation in issue proceeds and accordingly a fine of ₹ 7,080 was levied on our Company. Our Company
has paid the said fine amount. Additionally, we have received two emails dated September 27, 2022 and
September 28, 2022 from BSE stating that the company was in non-compliance of Regulation 57(4) and
Regulation 50(1) of SEBI Listing Regulations amounting to ₹ 5,900 and ₹ 28,320 respectively in relation to non-
submission of details of payable interest/ dividend/ principal obligations during the quarter ended September 30,
2022 and delay in furnishing prior intimation with respect to date of payment of interest/ redemption amount or
intimation regarding board meeting effecting the rights or interest of the NCDs/NSCRPS. Our Company is yet to
pay the said fines. Though our Company endeavors to comply with all such obligations/reporting requirements,
there have been certain instances of non-compliance and delays in complying with such obligations/reporting
requirements. Any such delays or non-compliance would render our Company to prosecution and/or penalties.
Although our Company have not received any further communication from the Stock Exchange or any authority
in this regard, there could be a possibility that penalties may be levied against our Company for certain instances
of non-compliance and delays in complying with such obligations/reporting requirements. Further BSE has
informed that no SOP fines are pending against Kosamattam Finance Limited vide email dated March 06, 2024.

49. There can be no assurance that the NCDs issued pursuant to this Issue will be listed on the Stock Exchange
in a timely manner, or at all.

In accordance with Indian law and practice, permission for listing and trading of the NCD issued pursuant to this
issue will not be granted until after the NCDs have been issued and allotted. Approval for listing and trading will

35
require all relevant documents authorising the issue of NCDs to be submitted. There could be a failure or delay in
listing the NCDs in BSE for reasons unforeseen. While the Company shall take all steps necessary to get the
Debentures listed within the timelines prescribed by SEBI, there could be a failure or delay in listing the NCDs
in BSE. There is no assurance that the NCDs issued pursuant to the Issue will be listed on stock exchange in a
timely manner, or at all.

If permission to deal in and for an official quotation of the NCDs is not granted by BSE, our Company will
forthwith repay, without interest, all monies received from the Applicants in accordance with prevailing law in
this context, and pursuant to this Prospectus

50. There may be no active market for the NCDs on the retail debt market/capital market segment of the BSE.
As a result, the liquidity and market prices of the NCDs may fail to develop and may accordingly be
adversely affected.

There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails
to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market
price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities
available in the market and the general interest rate scenario in the country, (ii) the market price of our Equity
Shares, (iii) the market for listed debt securities, (iv) general economic conditions, and (v) our financial
performance, growth prospects and results of operations. The aforementioned factors may adversely affect the
liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the
NCDs and/or be relatively illiquid.

51. Our Company may raise further borrowings and charge its assets after receipt of necessary consents from
its existing lenders. In such a scenario, the Debenture Holders holding the NCDs will rank pari passu with
other secured creditors and to that extent, may reduce the amounts recoverable by the Debenture Holders
upon our Company’s bankruptcy, winding up or liquidation.

Our Company may, subject to receipt of all necessary consents from its existing lenders and the Debenture Trustee
to the Issue, raise further borrowings and charge its assets. Our Company is free to decide the nature of security
that may be provided for future borrowings. In such a scenario, the Debenture Holders holding the NCDs will
rank pari passu with other creditors and to that extent, may reduce the amounts recoverable by the Debenture
Holders upon our Company’s bankruptcy, winding up or liquidation.

52. In the event of liquidation or bankruptcy, the new bankruptcy code in India may affect our Company's
right to recover loans from its borrowers.

The Insolvency and Bankruptcy Code, 2016 (“Bankruptcy Code”) was notified on August 5, 2016. The
Bankruptcy Code offers a uniform and comprehensive insolvency legislation encompassing all companies,
partnerships, and individuals (other than financial firms). It allows creditors to assess the viability of a debtor as
a business decision and agree upon a plan for its revival or a speedy liquidation. The Bankruptcy Code creates a
new institutional framework, consisting of a regulator, insolvency professionals, information utilities and
adjudicatory mechanisms, which will facilitate a formal and time-bound insolvency resolution and liquidation
process.

In case insolvency proceedings are initiated against a debtor to our Company, we may not have complete control
over the recovery of amounts due to us. Under the Bankruptcy Code, upon invocation of an insolvency resolution
process, a committee of creditors is constituted by the interim resolution professional, wherein each financial
creditor is given a voting share proportionate to the debts owed to it. Any decision of the committee of creditors
must be taken by a vote of not less than 66% of the voting share of all financial creditors. Any resolution plan
approved by committee of creditors is binding upon all creditors, even if they vote against it. In case a liquidation
process is opted for, the Bankruptcy Code provides for a fixed order of priority in which proceeds from the sale
of the debtor’s assets are to be distributed. Before sale proceeds are distributed to a secured creditor, they are to
be distributed for the costs of the insolvency resolution and liquidation processes, debts owed to workmen and
other employees, and debts owed to unsecured credits. Further, under this process, dues owed to the Central and
State Governments rank at par with those owed to secured creditors. Moreover, other secured creditors may decide
to opt out of the process, in which case they are permitted to realise their security interests in priority.

Accordingly, if the provisions of the Bankruptcy Code are invoked against any of the borrowers of our Company,
it may affect our Company’s ability to recover our loans from the borrowers and enforcement of our Company’s

36
rights will be subject to the Bankruptcy Code.

53. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the
Indian economy and the NBFC and Gold Loan industries contained in this Prospectus.

While facts and other statistics in this Prospectus relating to India, the Indian economy as well as the Gold Loan
industry have been based on various publications and reports from agencies that we believe are reliable, we cannot
guarantee the quality or reliability of such materials, particularly since there is limited publicly available
information specific to the Gold Loan industry. While we have taken reasonable care in the reproduction of such
information, industry facts and other statistics, the same have not been prepared or independently verified by us
or any of our respective affiliates or advisors and, therefore we make no representation as to their accuracy or
completeness. These facts and other statistics include the facts and statistics included in the chapter titled “Industry
Overview” beginning on page 79. Due to possibly flawed or ineffective data collection methods or discrepancies
between published information and market practice and other problems, the statistics herein may be inaccurate or
may not be comparable to statistics produced elsewhere and should not be unduly relied upon. Further, there is no
assurance that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may
be, elsewhere.

EXTERNAL RISK FACTORS

54. Financial difficulties and other problems in certain financial institutions in India could cause our business
to suffer and adversely affect our results of operations.

We are exposed to the risks of the Indian financial system, which in turn may be affected by financial difficulties
and other problems faced by certain Indian financial institutions. Certain Indian financial institutions have
experienced difficulties during recent years. Some co-operative banks (which tend to operate in rural sector) have
also faced serious financial and liquidity crises. There has been a trend towards consolidation with weaker banks,
NBFCs and HFCs being merged with stronger entities. The problems faced by individual Indian financial
institutions and any instability in or difficulties faced by the Indian financial system generally could create adverse
market perception about Indian financial institutions, banks and NBFCs. This in turn could adversely affect our
business, our future financial performance, our shareholders’ funds and the market price of our NCDs.

55. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could
adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may negatively affect our business and may also adversely
affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition,
any deterioration in relations between India and its neighbouring countries might result in investor concern about
stability in the region, which could adversely affect our business.

India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other
adverse social, economic and political events in India could have a negative impact on us. Such incidents could
also create a greater perception that investment in Indian companies involves a higher degree of risk and could
have an adverse impact on our business and the market price of our NCDs.

56. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years.
The extent and severity of these natural disasters determines their impact on the Indian economy. Further,
prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian
economy thereby, adversely affecting our business. For example, we were impacted by the floods in Kerala in
Fiscal 2019 as a result of which we had to temporarily close some of our branches in Kerala which resulted in a
decline in our cash flows and revenues during that period. As a result, any present or future outbreak of natural
calamities could have a material adverse effect on our business and the market price of the NCDs.

57. Any downgrading of India’s debt rating by an international rating agency could have a negative impact
on our business.

India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy
or a decline in India’s foreign exchange reserves, all which are outside our control. Any adverse revisions to

37
India’s credit ratings for domestic and international debt by international rating agencies may adversely impact
our ability to raise additional external financing, and the interest rates and other commercial terms at which such
additional financing is available. This could have an adverse effect on our business and future financial
performance and our ability to obtain financing for capital expenditures.

58. Instability of economic policies and the political situation in India could adversely affect the fortunes of
the industry.

There is no assurance that the liberalisation policies of the government will continue in the future. Protests against
privatisation could slow down the pace of liberalisation and deregulation. The Government of India plays an
important role by regulating the policies and regulations that govern the private sector. The current economic
policies of the government may change at a later date. The pace of economic liberalisation could change and
specific laws and policies affecting the industry and other policies affecting investments in our Company’s
business could change as well. A significant change in India’s economic liberalisation and deregulation policies
could disrupt business and economic conditions in India and thereby affect our Company’s business.

Unstable domestic as well as international political environment could impact the economic performance in the
short term as well as the long term. The Government of India has pursued the economic liberalisation policies
including relaxing restrictions on the private sector over the past several years. The present Government has also
announced polices and taken initiatives that support continued economic liberalisation.

The Government has traditionally exercised and continues to exercise a significant influence over many aspects
of the Indian economy. Our Company’s business may be affected not only by changes in interest rates, changes
in Government policy, taxation, social and civil unrest but also by other political, economic, or other developments
in or affecting India.

59. Changing laws, rules and regulations and legal uncertainties, including tax laws and regulations, may
adversely affect our business, results of operation and prospects and could lead to new compliance
requirements that are uncertain.

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations and prospects,
to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and
policy. For example:

• The Government of India announced the Union Budget for Financial Year 2024 (“Budget 2024”), pursuant
to which the Finance Bill 2024 has proposed various amendments. The Finance Bill 2024 is yet to receive
assent from the President of India. We have not fully determined the impact of these recent and proposed
laws and regulations on our business. We cannot predict whether any amendments proposed by the Finance
Bill 2024 will have an adverse effect on our business, financial condition, and results of operations.
Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us
being deemed to be in contravention of such laws and may require us to apply for additional approvals.

• On September 2, 2022, the RBI issued the ‘Guidelines on Digital Lending’ following the ‘Recommendations
of the Working Group on Digital Lending – Implementation’ (the “Recommendations”) issued by the RBI
on August 10, 2022. Our Company is engaged in digital lending within the meaning of the Guidelines on
Digital Lending. On June 8, 2023, the RBI issued the ‘Guidelines on Default Loss Guarantee’ (“DLG
Guidelines”) in Digital Lending. The DLG Guidelines is applicable to our Company. Failure to comply with
the obligations in a timely manner may lead to imposition of penalties, and/or other regulatory action being
taken by the RBI against us, which may adversely affect our business operations.

Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us being
deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur
increased costs and other burdens relating to compliance with such new requirements, which may also require
significant management time and other resources, and any failure to comply may adversely affect our business,
results of operations and prospects. Uncertainty in the application, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited
body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may

38
impact the viability of our current business or restrict our ability to grow our businesses in the future.

39
 SECTION III - INTRODUCTION

GENERAL INFORMATION

Our Company was incorporated on March 25, 1987, as ‘Standard Shares and Loans Private Limited’, a private
limited company under the Companies Act, 1956 with a certificate of incorporation issued by the RoC. The name
of our Company was changed to ‘Kosamattam Finance Private Limited’ pursuant to a resolution passed by the
shareholders of our Company at the EGM held on June 2, 2004 and a fresh certificate of incorporation dated June
8, 2004 issued by the RoC. Subsequently, upon conversion to a public limited company pursuant to a special
resolution of the shareholders of our Company dated November 11, 2013, the name of our Company was changed
to ‘Kosamattam Finance Limited’ and a fresh certificate of incorporation was issued by the RoC on November
22, 2013. For details of changes in our name and registered office, see “History and Certain Other Corporate
Matters” on page127.

NBFC Registration

Our Company has obtained a certificate of registration dated December 19, 2013 bearing registration no. B-
16.00117 issued by the RBI to commence/carry on business of non-banking financial institution without accepting
public deposits subject to the conditions mentioned in the Certificate of Registration, under Section 45 IA of the
RBI Act.

FFMC Registration

Our Company has obtained a full-fledged money changers license bearing license number FE.
KOC.FFMC.40/2006 dated February 07, 2006 issued by the RBI, which is valid up to February 28, 2025.

Depository Participant Registration

Our Company holds a Certificate of Registration dated May 28, 2014 bearing registration number IN–DP–
CDSL–717-2014 issued by the SEBI to act as Depository Participant in terms of Regulation 20 of the
Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996.

Corporate Insurance Agency Registration

Our company holds a Certificate of Renewal Registration dated March 28, 2022 bearing registration number -
CA0179 issued by the IRDAI to commence/carry business in the capacity of a Corporate Agent (Composite)
under the Insurance Regulatory and Development Authority Act, 1999. The registration is valid up to March 31,
2025.

LEI Registration

Our Company has obtained registration with Legal Entity Identifier India Limited (LEIL) and was assigned a LEI
code - 335800F7BYBNG38B4A84.

Registered Office and Corporate Office

Kosamattam City Centre,

Floor Number 4th & 5th, T.B Road,
Kottayam - 686001,
Kerala, India
Email: cs@kosamattam.com
Tel: +91 481 258 6400
Website: www.kosamattam.com
CIN: U65929KL1987PLC004729

Chief Financial Officer

Annamma Varghese C.
Kosamattam Finance Limited
Kosamattam City Centre,

40
Floor Number 4th & 5th, T.B Road,
Kottayam - 686001,
Kerala, India
Tel: +91 481 258 6451
E-mail: cfo@kosamattam.com

Company Secretary and Compliance Officer

Sreenath P.
Kosamattam Finance Limited
Kosamattam City Centre,
Floor Number 4th & 5th, T.B Road,
Kottayam - 686001,
Kerala, India
Tel: +91 481 258 6506
E-mail: cs@kosamattam.com

Investors may contact the Registrar to the Issue or the Compliance Officer in case of any pre-Issue or post Issue
related issues such as non-receipt of Allotment Advice, demat credit of allotted NCDs, refund orders or interest
on application money, etc.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name
of the Applicant, Application Form number, Applicant’s DP ID, Client ID, PAN, address of Applicant, number
of NCDs applied for, ASBA Account number in which the amount equivalent to the application, Amount was
blocked or the UPI ID (for UPI Investors who make the payment of Application Amount through UPI
Mechanism), date of Application Form and the name and address of the relevant Designated Intermediary were
the Application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the
relevant SCSB, giving full details such as name, address of Applicant, Application Form number, number of
NCDs applied for, amount blocked on Application and the Designated Branch or the collection centres of the
SCSB where the Application Form was submitted by the ASBA Applicant.

All grievances related to the UPI process may be addressed to the Stock Exchange, which shall be responsible for
addressing investor grievances arising from applications submitted online through the App based/ web interface
platform of stock exchange or through their Trading Members. The intermediaries shall be responsible for
addressing any investor grievances arising from the applications uploaded by them in respect of quantity, price or
any other data entry or other errors made by them.

All grievances arising out of Applications for the NCDs made through the Online Stock Exchange Mechanism or
through Trading Members may be addressed directly to the Stock Exchange.

Registrar of Companies, Kerala

1st Floor, Company Law Bhavan,

BMC Road, Thrikkakara,
Kochi – 682 021
Kerala, India

Lead Manager to the Issue

SMC Capitals Limited

A-401/402, Lotus Corporate Park,
Off Western Express Highway,
Jai Coach Signal,
Goregaon (East), Mumbai – 400 063

41
Maharashtra, India
Tel: +91 22 6648 1818
E-mail: kfl.ncd@smccapitals.com
Website: www.smccapitals.com
Contact Person: Bhavin Shah
SEBI Registration No: INM000011427

Legal Counsel to the Issue

M/s. Crawford Bayley & Co.

4th Floor, State Bank Buildings
N.G.N. Vaidya Marg, Fort
Mumbai 400 023
Maharashtra, India
Tel: +91 22 2266 3353
E-mail id: sanjay.asher@crawfordbayley.com

Debenture Trustee

VISTRA ITCL (INDIA) LIMITED

The Capital Building, Unit No 505-A2,
Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051,
Maharashtra, India
Telephone: +91 22 2659 3333
Fax: +91 22 2653 3297
Email: itclcomplianceofficer@vistra.com
Investor Grievance Email: itclcomplianceofficer@vistra.com
Website: www.vistraitcl.com
Contact Person: Jatin Chonani
SEBI Registration Number: IND000000578

Vistra ITCL (India) Limited has pursuant to Regulation 8 of SEBI NCS Regulations, by its letter dated March 17,
2023, given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in
this Prospectus and in all the subsequent periodical communications to be sent to the holders of the NCDs issued
pursuant to this Issue. Please see “ANNEXURE III” of this Prospectus.

All the rights and remedies of the Debenture Holders under this Issue shall vest in and shall be exercised by the
appointed Debenture Trustee for this Issue without having it referred to the Debenture Holders. All investors
under this Issue are deemed to have irrevocably given their authority and consent to the Debenture Trustee so
appointed by our Company for this Issue to act as their trustee and for doing such acts and signing such documents
to carry out their duty in such capacity. Any payment by our Company to the Debenture Holders/Debenture
Trustee, as the case may be, shall, from the time of making such payment, completely and irrevocably discharge
our Company pro tanto from any liability to the Debenture Holders. For details on the terms of the Debenture
Trust cum Hypothecation Deed please refer to the section titled “Issue Related Information” on page 201.

Registrar to the Issue

Kfin Technologies Limited

Selenium Tower B, Plot No – 31 & 32,
Gachibowli, Financial District, Nanakramguda, Serilingampally,
Hyderabad, Rangareddi - 500 032,
Telangana, India
Tel: +91 40 6716 2222
Fax: +91 40 6716 1563
Toll free number: 1800 3094 001

42
Email: kosamattam.ncdipo24@kfintech.com
Investor grievance e-mail: einward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221

Credit Rating Agency

India Ratings & Research Private Limited

Wockhardt Towers, 4th Floor,
West Wing, Bandra Kurla Complex,
Bandra (E), Mumbai - 400 051
Tel: +91-22-4000 1700
Email: infogrp@indiaratings.co.in
Contact Person: Ismail Ahmed
Website: www.indiaratings.co.in
SEBI Registration No: IN/CRA/002/1999

Statutory Auditors of our Company

M/s. SGS & Company

Chartered Accountants
X/657/B, CA-MED Tower,
Pallikulam Road, Near Chaldean Centre,
Thrissur - 686 001
Kerala, India
Tel: +91-487-2446109, 2425420
Email: mail@sgsandcompany.com
Contact Person: CA Sanjo. N.G, F.C.A, D.I.S.A. (ICAI)
Membership No: 211952
Firm Registration Number: 009889S
Peer Reviewed No.: 013176

M/s. SGS & Company has been the statutory auditors of our Company since September 30, 2021.

Banker to the Issue, Public Issue Bank, Refund Bank & Sponsor Bank

HDFC Bank Limited

Lodha, I Think Techno Campus 0-3 Level
Next to Kanjurmarg, Railway Station
Kanjurmarg (East) Mumbai- 400042
Tel: 022 30752929 / 2928 / 2914
Email: sachin.gawade@hdfcbank.com, eric.bacha@hdfcbank.com, pravin.teli2@hdfcbank.com
Contact Person: Mr. Eric Bacha, Mr. Siddharth Jadhav, Mr. Sachin Gawande, Mr. Pravin Teli, Mr. Tushar
Gavaskar

Syndicate Member

SMC Global Securities Limited

17, Netaji Subhash Marg,
Daryaganj, Delhi – 110 002
Tel: +91 11 66623300/ 9910644949/ 9810059041
Email: skj@smcindiaonline.com, neerajkhanna@smcindiaonline.com
Contact Person: Sushil Joshi/ Neeraj Khanna

43
Website: www.smctradeonline.com
SEBI Registration No: INZ000199438

Bankers to our Company

Canara Bank DCB Bank Limited

Mid Corporate Branch, 6, Rajaji Road, Nungambakkam,
Metro Station Complex 3rd Floor, Chennai – 600 034
M G Road, Ernakulam, Tel: +91 44 40500355
Kerala – 682035 Email: murali.k@dcbban.com
Tel: +91 484 4864333 Contact Person: K Murali
Email: cb14333@canarabank.com Website: www.dcbbank.com
Contact Person: Giriprashad M
Website: www.canarabank.com
The South Indian Bank Limited The Federal Bank Limited
SIB House, TB Road, PB NO 28, Commercial Banking Dept., Federal Bank,
Thrissur – 680 001, Kerala, India Kottayam Zonal Officer, S H Mount P.O.,
Tel: +91 487 2420020 Kottayam – 686 006
Email: br0037@sib.co.in Tel: +91 8156904423
Website: www.southindianbank.com Email: philipjohn@federalbank.co.in
Contact Person: Rejeesh K Website: www.federalbank.co.in
Contact Person: Philip John
CSB Bank Limited Bank of Baroda
St Thomas Building, Shastri Road, Mid Corporate Branch
Kottayam, Kerala, India 6th floor, MG Metro Station Complex,
Tel: +91 9769593461/ 8714483992 Ernakulam – 682 035
Email: jimmyjohnson@csb.co.in/kottayam@csb.co.in Tel: +91 484 2867907/ 908/ 912
Website: www.csb.co.in Email: midern@bankofbaroda.co.in
Contact Person: Deepak Murali Website: www.bankofbaroda.in/
Contact Person: Adeeb KT
Dhanlaxmi Bank Limited The Karur Vysya Bank Limited
M G Road Branch, Building No. 66/6600, CDU – Emakulam, Door No: 1/1014, Marnatha
Malankara Centre, Opp Shenoys Theatre, Towers, Ground Floor, Paruthell Jn, EdapaJly,
MG Road, Ernakulam - 682035 Ernakulam·- 682 024
Tel: +91 484 2355064 Tel: +91 9159944554
Email: dlb.ifbekm@dhanbank.co.in Email: cbucoimbatore@kvbmail.com;
Website: www.dhanbank.com haridastk@kvbmail.com
Contact Person: Rajaneesh V Pillai Website: www.kvb.co.in
Contact Person: Haridas T K
Punjab National Bank State Bank of India
Mid Corporate Centre: Coimbatore, No.1 90, Sarojini Sree Ganesh Kripa, Thycaud, Thiruvananthapuram
Street, Ram Nagar, Coimbatore - 641 009 Tel: +91 471 2339925
Tel: +91 422 2237723/33/34 Email: sbi.04350@sbi.co.in
Email: mcc.coimbatore@pnb.co.in Website: www.sbi.co.in
Website: www.pnbindia.in Contact Person: Shanoj AT
Contact Person: Mathankumar D
Union Bank of India Bank of Maharashtra
Large Corporate Branch, 1st Floor, Zonal Office Ernakulam, 2nd floor GK Arcade,
Union Bank Bhavan, MG Road, Kochi – 682035 Palarivattom Bypass Jn, Vennala – 682 028
Tel: +91 484 2355351/ 2385217/8 Tel: +91 484-2927208
Email: ubin0579262@unionbankofindia.bank Email: bom2369@mahabank.co.in
Website: www.unionbankofindia.co.in Website: www.bankofmaharashtra.in
Contact Person: Abdul Razack Contact Person: Saju G
IDFC First Bank Limited Indian Bank
Residency Building, Plot No. 79, Residency Road, Mid Corporate Branch, T Nagar,
Richmond Town, 560025 480, Anna Salai, Khivraj Complex I, Nandanam,
Tel: +91 97411 73400 Chennai – 600035
Email: sojan.jacob@idfcfirstbank.com Tel: +91 44 24344114
Website: www.idfcfirstbank.com Email: mcb.tnagar@indianbank.co.in
Contact Person: Sojan Jacob Website: www.indianbank.in

44
 Contact Person: Prasanta Kumar Sahu
HDFC Bank Limited ESAF Small Finance Bank Limited
1st Floor, S L Plaza, Palarivattom, Building No VII/83/8, ESAF Bhavan,
Cochin, Kerala – 682025 Mannuthy, Thrissur – Palakkad NH,
Tel: +91 484 4433204 Thrissur – 680651, Kerala
Email: Cenoi.Kurian@hdfcbank.com Tel: +91 487 7123456
Website: www.hdfcbank.com Email: vinodg.thampi@esafbank.com
Contact Person: Cenoi Kurian Website: www.esafbank.com
Contact Person: Vinod G Thampi
Indian Overseas Bank Bandhan Bank Limited
Gemini Circle Branch, Karunai Kudil, Kottayam Branch (Branch Code - 1790), Ground
297 Cathedral Road, Floor, Century Towers, Near YMCA, MC Road,
Chennai, Tamil Nadu – 600 086 Kottayam, Pin – 686001
Tel: +91 22 2811 4655, +91 22 2811 0239 Tel: +91 9004533383
Email: iob2051@iob.in Email: purbasha.samal@bandhanbank.com
Website: www.iob.in Website: www.bandhanbank.com
Contact Person: K. Arumugam Contact Person: Purbasha Samal
UCO Bank IndusInd Bank Limited
M G Road, Ravipuram, Ernakulam – 682016 Gowrinarayan, (Opp New Jayalakshmi Silks)
Tel: +91 484 2381523 40/8399,8400, MG Road, Kochi – 682035
Email: mgerna@ucobank.co.in Tel: +91 484 4216247
Website: www.ucobank.com Email: soby.abraham@indusind.com
Contact Person: Praveen Kumar Website: www.indusind.com
Contact Person: Soby Abraham
City Union Bank Limited Woori Bank
Door No: 526- D, Marwa Square, Temple Road, Woori Bank, Chennai Branch, Lotte India, 2nd
Thirunakkara, Kottayam – 686 001, Kerala Floor, No 04/169, Rajiv Gandhi Salai,
Tel: 0481-2300580 Kandhanchavadi, Perungudi, Chennai – 600 096
Email: cubl54@cityunionbank.in Tel: 044 366900
Website: www.cityunionbank.com Email: venugopal.v@wooribank.com
ContactPerson: Ajay PJ Website: go.wooribank.com
Contact Person: V.Venugopal
Karnataka Bank YES Bank Limited
Warrier Building, First Floor, Jos Junction, MG Road, 1st Floor, Puthuran Plaza, Northern Side, MG Road,
Ernakulam – 682 016 Kochi-682011.
Tel: 0484 2377648/546 Tel: +919895240249
Email: ernakulam@ktkbank.com Email: binu.pillai@yesbank.in
Website: www.karnatakabank.com Website: www.yesbank.in
Contact Person: Rajesh T V Contact Person: Binu Pillai

Axis Bank Limited JM Financial

S051, Kottayam Branch; Ground Floor 7th Floor, Cnergy, Appasaheb Marathe Marg,
Century Towers, M C Road Prabhadevi, Mumbai 400025
Kottayam – 686001 Tel: +91 22 6630 3030
Tel: 8086000511 Email: Joseph.Augustine@jmfl.com
Email: Kottayam.Branchhead@axisbank.com Website: www.jmfinancialproducts.com
Website: www.axisbank.com Contact: Mr. Joseph Augustine
Contact Person: Nobel Augustine
Kotak Mahindra Bank Limited NorthernArc Capital Limited.
Office 27 BKC, C27, G Block, The capital, office no. 908 A wing, 9 th floor,
Bandra (E), Mumbai – 400051 BKC, Bandra (E), Mumbai 400051
Tel: 022-66054139 Tel: +91 22 68387605
Email: kushal.dhande@kotak.com Email: contact@northernarc.com
Website: www.kotak.com Website: www.northernarc.com
Contact person: Mr. Kushal Dhande Contact person: Aishwarya. S
Tata Capital Limited Ujjivan Small Finance Bank Ltd.
Centennial Square, 1st Floor, 6a Dr Ambedkar Salai, Grape Garden, 3rd A cross, 18th Main, 6th Block,
Kodambakkam, Chennai – 600 024 Koramangala, Bengaluru- 560095
Tel: 044-6692 7838 Tel: +91 9582390027

45
 Email: Kanagasundaram.p@tatacapital.com Website: www.ujjivansfb.in
Website: www.tatacapital.com Email: Shivendra.singh519@ujjivan.com
Contact Person: Kanagasundaram P Contact Person: Shivendra Singh
Vardhman Trusteeship Private Limited Vivriti Capital Limited
The Capital, 412 A, A Wing, Bandra Kurla Complex, Prestige Zackria Metropolitan No.200/1-8, 2nd
Bandra (East) Mumbai - 400 051 Floor, Block 1, Anna Salai, Chennai 600002
Tel: +91 22, 4264, 8335 Tel: +91 22 68266830
Email: complianc@vardhmantrustee.com Email: Loans.operations@vivriticapital.com
Website: www. vardhmantrustee.com Website: www.vivriticapital.com
Contact Person: Mr. Rushabh Desai Contact Person: Ajitkumar Menon
Yes Bank Limited State Bank of India, Commercial Branch
1st Floor, Puthuran Plaza, Northern Side, MG Road, Address: Sree Ganesh Kripa, Thycaud,
Kochi, Kerala- 682011 Thiruvananthapuram, Kerala- 695001
Tel: +91-98952 40249 Tel: 04712339925
Email: bina.pillai@yesbank.in Fax: 04712339925
Contact Person: Binu Pillai Email: sbi.04350@sbi.co.in
Website: www.sbi.co.in
Contact person: Shri Shanoj A T
Jana Small Finance Bank Limited Equitas Small Finance Bank Limited
The Fairway Business Park, 4th Floor, Spencer Plaza, No. 769,
#10/1, 11/2 & 12/2B Off Domlur, Phase II, Anna Salai,
Koramangala Inner Ring Road, Chennai - 600 002
Next to EGL, Challaghatta, Tel: 044 4299 5000
Bengaluru – 560071 Email: rajarajanrajendran@equitasbank.com
Tel: 6361310709 Website: www.equitasbank.com
Email: Swathi.v01@janabank.com Contact Person: Mr. Rajarajan R
Website: www.janabank.com
Contact Person: Swati V

Details of change in auditor for the three years preceding the date of this Prospectus is set forth below:

Name of the Address Date of Date of cessation, Date of

Auditor Appointment if applicable Resignation, if
applicable
M/s SGS & Co., X/657/B, CA-MED September 30, 2021 NA NA
Chartered Tower, Pallikkulam
Accountants Road, near
Chaldean Centre,
Thrissur, Kerala
680001
M/S Vishnu 3rd Floor, CSI June 08, 2018 September 30, September 30, 2021
Rajendran & Co., Commercial 2021
Chartered Centre, Baker Jn.,
Accountants P.B.No.227,
Kottayam, Kerala-
KL- 686001

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA and UPI Mechanism process
is provided on the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
and https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 respectively as updated
from time to time. For a list of branches of the SCSBs named by the respective SCSBs to receive the ASBA Forms
and UPI Mechanism through app/web interface from the Designated Intermediaries, refer to the above-mentioned
link.

In relation to Bids submitted under the ASBA process to a member of the Syndicate, the list of branches of the
SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of the ASBA Forms from
the members of the Syndicate is available on the website of SEBI
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For

46
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.

Syndicate SCSB Branches

In relation to Applications submitted to a member of the Syndicate, the list of branches of the SCSBs at the
Specified Locations named by the respective SCSBs to receive deposits of ASBA Forms and Application Forms
where investors have opted for payment via the UPI Mechanism, from the members of the Syndicate is available
on the website of the SEBI (http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and
updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more
information on such branches collecting Application Forms from the Syndicate at Specified Locations, see the
website of the SEBI http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes as updated from
time to time or any such other website as may be prescribed by SEBI from time to time.

SCSBs eligible as issuer banks for UPI Mechanism and eligible mobile applications

The list of SCSBs through which Bids can be submitted by RIBs using the UPI Mechanism, including details such
as the eligible Mobile Apps and UPI handle which can be used for such Bids, is available on the website of the
SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, which may
be updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Broker Centres/ Designated CDP Locations/ Designated CRTA Locations

In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the ASBA Circular, Applicants can submit the
Application Forms with the Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations or
the CRTAs at the Designated CRTA Locations, respective lists of which, including details such as address and
telephone number, are available at the websites of the Stock Exchange at www.bseindia.com. The list of branches
of the SCSBs at the Broker Centres, named by the respective SCSBs to receive deposits of the Application Forms
from the Registered Brokers will be available on the website of the SEBI (www.sebi.gov.in) and updated from
time to time.

CRTAs / CDPs

The list of the CRTAs and CDPs, eligible to accept Applications in the Issue, including details such as postal
address, telephone number and email address, are provided on the website of the BSE for RTAs and CDPs, as
updated from time to time.

Impersonation

As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub-Section
(1) of Section 38 of the Companies Act, 2013, relating to punishment for fictitious applications. Section 38(1) of
the Companies Act, 2013 provides that:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name,

shall be liable for action under Section 447”.

The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least
₹10 lakh or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest,

47
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount. In case the fraud involves (i) an amount which is less than ₹10 lakh
or 1.00% of the turnover of the Company, whichever is lower; and (ii) does not involve public interest, then such
fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending
up to ₹50 lakh or with both.

Minimum Subscription

In terms of the SEBI NCS Regulations, for an issuer undertaking a public issue of debt securities the minimum
subscription for public issue of debt securities shall be 75% of the Base Issue Size. In the event of non-receipt of
minimum subscription, all blocked application money shall be unblocked forthwith, but not later than eight
working days from the date of closure of the issue or such time as may be specified by the Board. In the event the
Application Amount has been transferred to the Public Issue Account from the respective ASBA Accounts, such
Application Amount shall be refunded from the Refund Account to the relevant ASBA Accounts(s) of the
Applicants within eight Working Days from the Issue Closing Date. In the event there is delay in unblocking of
funds/refunds, our Company shall be liable to repay the money, with interest at the rate of 15 % per annum for
the delayed period.

Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the
specified period, the application money received is to be credited only to the bank account from which the
subscription was remitted. To the extent possible, where the required information for making such refunds is
available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where
our Company and/or Registrar does not have the necessary information for making such refunds, our Company
and/or Registrar will follow the guidelines prescribed by SEBI in this regard included in the SEBI Master Circular.

Arrangers to the Issue

There are no arrangers to the Issue.

Credit Rating and Rationale/ press release

The NCDs proposed to be issued under this Issue have been rated “IND A-/Stable”, by India Ratings & Research
Private Limited (“IRRPL”) for an amount up to ₹ 20,000 lakhs vide its letter dated June 26, 2024, and rating
rationale dated June 26, 2024. The rating of NCDs by IRRPL indicates that securities with this rating are
considered to have moderate degree of safety regarding timely servicing of financial obligations. Such securities
carry moderate credit risk. Please refer to page 354 for the rationale/press release for the above rating and rating
rationale.

Consents

The written consents of Directors of our Company, Company Secretary and Compliance Officer, Chief Financial
Officer, our Statutory Auditor, the Legal Advisor to the Issue, the Lead Manager, the Registrar to the Issue, Public
Issue Account Bank, Sponsor Bank, Refund Bank, Credit Rating Agency, the Bankers to our Company, the
Debenture Trustee, and the Syndicate Member to act in their respective capacities, will be filed along with a copy
of the Prospectus with Stock Exchange and any other authority as may be required.

Utilisation of Issue proceeds

For details on utilisation of Issue proceeds please refer to the chapter titled “Objects of the Issue” on page 75 of
this Prospectus.

Underwriting

This Issue will not be underwritten.

Recovery Expense Fund

Our Company will create a recovery expense fund in the manner as specified by SEBI in circular bearing reference
number SEBI/HO/DDHS-PoD1/P/CIR/2023/109 titled SEBI master circular SEBI/HO/DDHS-

48
PoD3/P/CIR/2024/46 dated May 16, 2024, SEBI master circular SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated
May 22, 2024, as amended from time to time and Regulation 11 of SEBI NCS Regulations with the Designated
Stock Exchange and will inform the Debenture Trustee regarding the creation of such fund. The recovery expense
fund may be utilised by Debenture Trustee, in the event of default by our Company under the terms of the
Debenture Trust cum Hypothecation Deed, for taking appropriate legal action to enforce the security.

Expert Opinion

Except the (i) Statutory Auditor’s report on our Audited Financial Statements for the Financial Year ending March
31, 2024, March 31, 2023 and March 31, 2022, issued by M/s. SGS & Company., Chartered Accountants, and (ii)
Statement of Tax Benefits Available to the Debenture Holders issued by M/s. SGS & Company, Chartered
Accountants dated June 25, 2024, our Company has not obtained any expert opinions.

Issue Programme:

Issue Opening Date July 19, 2024

Issue Closing Date August 1, 2024
Pay In Date Application Date. The entire Application Amount is
payable on Application
Deemed Date of Allotment The date on which the Board of Directors or the
Committee thereof authorised by the Board approves
the Allotment of the NCDs for the Issue or such date
as may be determined by the Board of Directors/
Committee authorised by the Board thereof and
notified to the Designated Stock Exchange. The actual
Allotment of NCDs may take place on a date other
than the Deemed Date of Allotment. All benefits
relating to the NCDs including interest on NCDs shall
be available to the Debenture Holders from the
Deemed Date of Allotment.
This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard
Time) during the period indicated in the Prospectus, except that this Issue may close on such earlier date or
extended date (subject to a minimum period of three Working Days and a maximum period of 10 Working Days
from the date of opening of the Issue and subject to not exceeding thirty days from filing the Prospectus with ROC)
as may be decided by the Board of Directors of our Company or the Committee thereof subject to compliance
with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of the Issue, our
Company shall ensure that notice of the same is provided to the prospective investors through an advertisement
in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such
earlier or initial date of Issue closure.

Applications Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m (Indian Standard Time) or
such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the
Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian
Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the Stock Exchange.
Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian
Standard Time) on one Working Day after the Issue Closing Date. For further details please refer to the chapter
titled “Issue Related Information” on page 201 of this Prospectus. Applications Forms for the Issue will be
accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) (“Bidding Period”), during the Issue Period
as mentioned above on all days between Monday and Friday (both inclusive barring public holiday) (a) by the
Designated Intermediaries at the Bidding Centres, or (b) by the SCSBs directly at the Designated Branches of the
SCSBs. Additionally, an Investor may also submit the Application Form through the app or web interface of the
Stock Exchange. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00
p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock
Exchange. It is clarified that the Applications not uploaded on the Stock Exchange(s) Platform would be rejected.
Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian
Standard Time) on one Working Day post the Issue Closing Date.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are
advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m.
(Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of

49
Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due
to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation
under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our
Company, nor the Lead Manager or Trading Members of the Stock Exchange are liable for any failure in
uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that the
Basis of Allotment under the Issue will be on the basis of date of upload of each application into the electronic
book of the Stock Exchange in accordance with the SEBI Master Circular. However, from the date of
oversubscription and thereafter, the allotments will be made to the applicants on proportionate basis.

50
 CAPITAL STRUCTURE

Details of Share Capital

The following table lays down details of our authorised, issued, subscribed and paid-up share capital and securities
premium account as on the date of this Prospectus:

Particulars Amount in ₹
Authorised share capital
50,00,00,000 Equity Shares of face value ₹10 each 5,00,00,00,000
5,00,000 preference shares of face value ₹1,000 each 50,00,00,000
TOTAL 5,50,00,00,000

Issued, subscribed and paid-up share capital

22,60,06,939 Equity Shares of ₹10 each 2,26,00,69,390
TOTAL 2,26,00,69,390

Securities Premium Account 1,11,06,45,684

1. Details of change in authorised share capital of our Company for the last three years preceding the
date of this Prospectus is set forth below:

There has been no change in the authorised share capital of our Company for the last three years preceding
the date of this Prospectus.

2. Changes in its capital structure as at last quarter end i.e., June 30, 2024, for the preceding three
financial years and current financial year:

Date of change (Annual General Particulars

Meeting/Extraordinary General Meeting)
Not Applicable

3. Equity Share capital history of our Company for the preceding three financial years and current
financial year as on date of this Prospectus:

The history of the paid-up Equity Share capital of our Company for the preceding three financial years and
current financial year is set forth below:

Date of No. of Face Issue Conside Nature of Cumulative No Cumulative Cumulative Rema
Allotment equity Valu Price ration Allotment of equity Equity Share Equity Share rks
shares e (in (in ₹) (Cash, shares (in ₹) Capital Premium
₹) other (in ₹) (in ₹)
than
cash,
etc.)
February 21,06,275 10 32 Cash Rights 20,25,00,547 2,02,50,05,470 27,55,03,184 Nil
23, 2021 Issue1
July 9, 2021 10,80,625 10 40 Cash Rights 20,35,81,172 2,03,58,11,720 30,79,21,934 Nil
Issue2
October 20, 1,02,98,13 10 40 Cash Rights 21,38,79,302 2,13,87,93,020 61,68,65,834 Nil
2021 0 Issue3
November 30,00,000 10 40 NA Conversion 21,68,79,302 2,16,87,93,020 70,68,65,834 Nil
29, 2021 of CCPS4
June 06, 52,60,200 10 40 Cash Rights 22,21,39,502 2,22,13,95,020 91,72,73,834 Nil
2023 Issue5
October 23, 38,67,437 10 40 Cash Rights 22,60,06,939 2,26,00,69,390 1,11,06,45,684 Nil
2023 Issue6
Total 22,60,06,939 2,26,00,69,390
1) Allotment of 15,625 Equity Shares to Accamma Mathew, 18,750 Equity Shares to Elsie John, 31,250 Equity
Shares to Sarojiniamma K G, 15,625 Equity Shares to Mani K A,15,625 Equity Shares to Sreekala R,15,625
Equity Shares to Sunil M S, 31,250 Equity Shares to Thomas C K, 15,625 Equity Shares to Asharaf A K,

51
 15,625 Equity Shares to Reetha Georathi, 18,750 Equity Shares to Rincy Kuriakose, 15,625 Equity Shares to
Binsy Thomas Kannanathu, 31,250 Equity Shares to Aju John , 53,125 Equity Shares to Jessy Joseph, 15,625
Equity Shares to John Varghese,15,625 Equity Shares to Lincy Anto, 25,000 Equity Shares to Sreeja Manoj,
15,625 Equity Shares to Rachel Koshy, 31,250 Equity Shares to Shibin Joy, 31,250 Equity Shares to Abraham
John, 21,875 Equity Shares to Jerin J Malayil, 78,125 Equity shares to K X Thomas, 15,625 Equity Shares
to Aswani Thomas,15,625 Equity Shares to Williams K Mathai, 15,625 Equity Shares to Mary Jose, 15,625
Equity shares to Shinu Thomas, 15,625 Equity Shares to Varghese Perumpoikayil Abraham, 15,625 Equity
Shares to Pearlu Augustine, 15,625 Equity Shares to K C Koruthu, 15,625 Equity Shares to Leelamma
George, 15,625 Equity Shares to Jessy Paul, 29,700 Equity Shares to Divya S, 53,125 Equity shares to Alice
Kuruvilla, 59,375 Equity Shares to T K Mukesh Kumar, 15,625 Equity Shares to Aby T Varghese, 31,250
Equity Shares to Indiradevi, 15,625 Equity Shares to Thampi K V, 15,625 Equity Shares to Varughese V
George, 25,000 Equity Shares to Viswanathan, 15,625 Equity Shares to Sanju George Joseph, 15,625 Equity
shares to Jesvin Ben Bentrock, 15,625 Equity Shares to Kadavil Easony Joy, 78,125 Equity Shares to Cecily
Thomas, 15,625 Equity Shares to Jaya T P, 15,625 Equity Shares to Niravathu Varkey Mary, 15,625 Equity
Shares to Nimmu Maria Thomas, 25,000 Equity Shares to Mahadevan Pillai, 15,625 Equity Shares to Renji
Alex, 15,625 Equity Shares to Moothezhath Dayanandan Dijesh, 31,250 Equity shares to Omana Amma,
21,875 Equity Shares to Jayasankar S, 15,625 Equity Shares to Jincy Thomas, 15,625 Equity Shares to James
Mathew, 15,625 Equity Shares to Minimol James, 15,625 Equity Shares to T P Skaria, 31,250 Equity Shares
to Sameepan Thomas, 15,625 Equity Shares to Jerry George John, 25,000 Equity Shares to Sarasamma,
25,000 Equity Shares to Albert P John, 15,625 Equity Shares to Anil George, 15,625 Equity Shares to Biby
John, 31,250 Equity Shares to Jaacs Job Pottas, 15,625 Equity Shares to Xavier Mathai,15,625 Equity Shares
to Biby Chacko, 15,625 Equity Shares to Bigimol Philip, 15,625 Equity Shares to Fr George Vathyakary,
46,875 Equity Shares to Sukumaran A K, 21,875 Equity Shares to Chellappan Haridas, 23,450 Equity Shares
to Asha Renjith, 31,250 Equity shares to Vinu Kumar S, 15,625 Equity Shares to Sherly Mary John, 15,625
Equity Shares to Reji Jacob Varghese, 15,625 Equity Shares to Ruby Maria Chacko, 15,625 Equity Shares
to Gracyamma Thomas, 15,625 Equity Shares to Valsamma Cherupuzhathu Thomas, 15,625 Equity Shares
to Alex Eapen, 31,250 Equity Shares to Shine Soney, 15,625 Equity Shares to Kesia Jaimon Joseph, 15,625
Equity Shares to Deepak K S, 15,625 Equity Shares to Shaji K P, 31,250 Equity Shares to Agna Mariya,
15,625 Equity Shares to Jose Kannampilly Antony, 15,625 Equity Shares to Anna Maria Jose, 15,625 Equity
Shares to Aleyamma Scaria, 15,625 Equity Shares to Scaria K A, 15,625 Equity Shares to Paulose Scaria,
15,625 Equity Shares to Samuel Cherian, 15,625 Equity Shares to Anto K J, 15,625 Equity Shares to John
Thomas, 15,625 Equity Shares to Leelamma Thomas, 15,625 Equity Shares to Vinod George, 31,250 Equity
Shares to Carol Philip, 40,625 Equity shares to Sunu Jomon, 15,625 Equity Shares to Sreekumar Krishnan,
15,625 Equity Shares to Ritty Joseph, 18,750 Equity Shares to K I Lilly, 21,875 Equity Shares to Sophyamma
Mathew on rights issue basis.
2) Allotment of 7,500 Equity Shares to Chinnu Susan Cherian,7,500 Equity Shares to Jose Pulickal
Auguste,7,500 Equity Shares to Renjith Kumar D, 7,500 Equity Shares to Mohanraj Thamarasseril
Kuttanpillai, 25,000 Equity Shares to George Cheriankunju, 25,000 Equity Shares to Thankamani Cherian,
10,000 Equity Shares to Sosamma Theckinathu John, 7,500 Equity Shares to Seetha Aley Thomas, 15,000
Equity Shares to Abraham K Thomas,10,000 Equity Shares to Kuruvilla Joseph, 7,500 Equity Shares to
Aleena Thomas, 15,000 Equity Shares to Blessan K, 7,500 Equity Shares to Rosamma Thomas, 10,000 Equity
Shares to Gopalakrishna Pillai, 7,500 Equity Shares to Gracy Issac, 37,500 Equity Shares to Shaji Kurian,
10,000 Equity Shares to Moncy Samuel, 7,500 Equity Shares to Johnson Thomas, 7,500 Equity Shares to Joel
T George, 7,500 Equity Shares to Elaine Sarah George, 8,750 Equity Shares to Mathew M Thomas, 7,500
Equity Shares to Susamma Kuranjoor Abraham, 12,500 Equity Shares to K M Joseph, 10,625 Equity Shares
to Sophiamma, 7,500 Equity Shares to Thomas Cherian, 7,500 Equity Shares to Thresiamma Joy, 7,500
Equity Shares to Joshymon Jacob, 12,500 Equity Shares to Manju Mathew, 15,000 Equity Shares to Juby
Varghese, 8,750 Equity Shares to Jayakumar A K, 10,000 Equity Shares to Anu Chandy, 7,500 Equity Shares
to Elikkutty Poulose, 7,500 Equity Shares to Jufin George, 7,500 Equity Shares to P C Annamma, 12, 500
Equity Shares to Anu Gibi, 12,500 Equity Shares to Susan Gibi, 12,500 Equity Shares to Anna Gibi, 12,500
Equity Shares to Madathil Scariah Babuissac, 20,000 Equity Shares to Beena Sam, 7,500 Equity Shares to
Paul Alex, 12,500 Equity Shares to Valsa George, 7,500 Equity Shares to Lissy Anderson, 2,500 Equity
Shares to Chinnappan Rose Puthenpurakkal, 7,500 Equity Shares to Dileep Kumar B, 7,500 Equity Shares
to Vinod Kumar P S, 7,500 Equity Shares to Manjumariya, 7,500 Equity Shares to Biju Thomas, 25,000
Equity Shares to Meghna Ann Thomas, 7,500 Equity Shares to Binu Kuttivilayil George, 15,000 Equity Shares
to Leelavathy, 7,500 Equity Shares to Aleyamma Joseph, 17,500 Equity Shares to Jacob Abraham, 12,500
Equity Shares to Mathew Sebastian, 7,500 Equity Shares to Sabu Mathew, 8,750 Equity Shares to Cyriac
Mathew, 10,000 Equity Shares to Radhamani N B, 12,500 Equity Shares to Chinnu Maria Babu, 7,500 Equity
Shares to Jancy Mathew, 13,750 Equity Shares to Marilyn Jacob, 7,500 Equity Shares to Keerthi T C, 7,500
Equity Shares to Rose Thomas, 12,500 Equity Shares to John Mathew Chirayil, 7,500 Equity Shares to

52
 Swathy V S, 7,500 Equity Shares to Febin Mathew, 7,500 Equity Shares to Vishnu Chandran C, 7,500 Equity
Shares to Sarath Chandran C, 12,500 Equity Shares to Geethu S Nair, 25,000 Equity Shares to Alex
Pulimoottil Abraham, 50,000 Equity Shares to Reeba Grace Thomas, 12,500 Equity Shares to Binoy Thomas,
7,500 Equity Shares to Lizy Kurian, 7,500 Equity Shares to K C Salichan, 8,750 Equity Shares to Ritamma
Mathew, 7,500 Equity Shares to Beena Laly, 12,500 Equity Shares to Fr George Vathyakary, 10,000 Equity
Shares to Ponnamma, 7,500 Equity Shares to Prasannakumari S, 7,500 Equity Shares to Paul Nicholson,
21,250 Equity Shares to Zeenath Salim, 7,500 Equity Shares to Jyothi Chandran, 12,500 Equity Shares to
Parthasarathy Suriyanarayanan, 7,500 Equity Shares to Thomas Vempany Joseph, 12,500 Equity Shares to
Shruti V Nair, 7,500 Equity Shares to Kavya Sasidharan, 7,500 Equity Shares to Mariamma Samuel
Varghese, 7,500 Equity Shares to N K James, 7,500 Equity Shares to Mathew Chacko, 7,500 Equity Shares
to Shoukathali, 37,500 Equity Shares to Vinesh Joyce, 7,500 Equity Shares to Reetha Sunny, 7,500 Equity
Shares to Sunu Soman, 10,000 Equity Shares to Bincy K Edakkalathur, 7,500 Equity Shares to Priyanka,
12,500 Equity Shares to Sanju Kavalakat, 7,500 Equity Shares to Kavalakat Iyppunny Thomas, 7,500 Equity
Shares to Shali Kurian, 12,500 Equity Shares to A K Baburajan on rights issue basis.
3) Allotment of 10,375 Equity Shares to Denny Philip Thomas, 10,000 Equity Shares to John Thomas, 7,500
Equity Shares to Joyamma Varghese, 10,375 Equity Shares to Kamalayam Koshy Thomas, 10,000 Equity
Shares to Abraham Madavilayil Koshy, 10,000 Equity Shares to Meena Mary Mathew, 12,500 Equity Shares
to George V M, 7,500 Equity Shares to V M Babu, 7,500 Equity Shares to Babu Jose K, 12,500 Equity Shares
to Ramani Rajan, 12,500 Equity Shares to Lalitha Samuel, 7,550 Equity Shares to Mariamma David, 7,500
Equity Shares to Thomas Mathew, 18,900 Equity Shares to Anu Abraham, 13,750 Equity Shares to Binu
Yohannan, 5,000 Equity Shares to Leelamma Varghese, 12,500 Equity Shares to T N Sadasivan Nair,7,500
Equity Shares to Suma Rajan, 7,500 Equity Shares to Susan Baby, 26,875 Equity Shares to Alexander T,
12,500 Equity Shares to Lintu T Michel, 12,500 Equity Shares to P Syamalakumary, 12,500 Equity Shares to
Tania Anna Baby, 25,000 Equity Shares to Aliyamma Josaph, 8,750 Equity Shares to Bebins Thomas, 4,375
Equity Shares to Jaya Moncy, 8,750 Equity Shares to Mathews Padarathil Mathai, 2,500 Equity Shares to V
K Babu, 2,500 Equity Shares to Aleyamma Palanilkunnathil Thomas, 6,250 Equity Shares to Arunkumar,
5,000 Equity Shares to Jaisen Chirakal Oommen, 5,000 Equity Shares to P S Thomas, 12,500 Equity Shares
to Varughese Arakkanattil George, 7,500 Equity Shares to Narayana Pillai Vikraman, 5,000 Equity Shares
to Yohannan Abraham, 15,000 Equity Shares to Jessy Sam, 7,500 Equity Shares to Jolly Mathew, 6,250
Equity Shares to Josekutty C, 10,000 Equity Shares to K Thomas, 9,000 Equity Shares to Manju, 7,500 Equity
Shares to Mathew P Samuel, 15,100 Equity Shares to Silpa G Soman, 28,350 Equity Shares to Susan Mathew,
19,000 Equity Shares to Aleyamma Shaji, 10,625 Equity Shares to Aneesh S, 12,500 Equity Shares to Jessy
Daniel, 2,500 Equity Shares to Purushothaman T V, 10,000 Equity Shares to Leelamma Thankamma, 3,775
Equity Shares to Soumya Soman, 2,500 Equity Shares to T M Krishna Pillai, 10,000 Equity Shares to Joseph
Varghese, 7,500 Equity Shares to Mohan Varkey, 10,000 Equity Shares to Benson Baby, 5,000 Equity Shares
to Geevarghese D, 8,750 Equity Shares to Jeeney Jeyo Mathew, 25,000 Equity Shares to Jiji George, 8,000
Equity Shares to Saramma David, 12,500 Equity Shares to Saraswathiamma Parukutty Amma, 5,000 Equity
Shares to Sharon Jose, 13,125 Equity Shares to Susan Thomas, 25,000 Equity Shares to Syam C Kunjumon,
18,750 Equity Shares to Thomaskutty M, 8,000 Equity Shares to Wilson P G, 2,825 Equity Shares to Jyothi
Kumari, 7,875 Equity Shares to K G Kunjumon, 5,750 Equity Shares to Rillin Rajan, 25,000 Equity Shares
to Sally Ann Mathew, 5,000 Equity Shares to Vinitha Vijayan, 5,000 Equity Shares to Beena Raju, 16,250
Equity Shares to Jacob Puthenpura Thomas, 10,000 Equity Shares to Koodathil Mathew Kurian, 8,750 Equity
Shares to Rajasree V R, 8,750 Equity Shares to Vilasakumari V P, 9,450 Equity Shares to Uthaman K, 12,500
Equity Shares to Bindhu B, 2,500 Equity Shares to Athul Rajan, 2,825 Equity Shares to George, 5,750 Equity
Shares to Rajan Chellappan, 2,825 Equity Shares to Jincy Annamma Chacko, 12,500 Equity Shares to Raji
Thainilkunnathil Gopalan, 2,500 Equity Shares to Remya Reghunathan, 11,250 Equity Shares to Sajan
Varghese, 8,750 Equity Shares to Shiju Joshua, 25,000 Equity Shares to Karunakaran Gangadharan, 20,000
Equity Shares to Jospheena Mathew, 25,000 Equity Shares to Rev K V Abraham, 15,000 Equity Shares to
Mathew Chacko, 21,950 Equity Shares to Saly Mathew, 18,900 Equity Shares to Vengal Chacko Varghese,
2,825 Equity Shares to Jinomol, 7,500 Equity Shares to Mary Kutty Joshua, 5,750 Equity Shares to C P
Mathew, 7,500 Equity Shares to George M Daniel, 7,875 Equity Shares to Thomas Daniel M, 32,500 Equity
Shares to Anish Kumar, 19,900 Equity Shares to Bindu G Pillai, 2,500 Equity Shares to Jessy Varghese,
12,500 Equity Shares to Marykutty A C, 15,000 Equity Shares to Marykutty Thomas, 7,500 Equity Shares to
P S Sivan Pillai, 10,000 Equity Shares to Reena Annie Rajan, 25,000 Equity Shares to Sona Sunny, 25,000
Equity Shares to Valsamma Baby, 7,500 Equity Shares to Abraham Varughese, 7,500 Equity Shares to Joseph
Zachariah, 3,775 Equity Shares to Leela Varghese, 10,000 Equity Shares to Lizzy Varghese, 22,500 Equity
Shares to P K Raju, 7,500 Equity Shares to Philip T Mathew, 2,500 Equity Shares to Ponnamma Daniel,
13,750 Equity Shares to Toby Abraham, 2,500 Equity Shares to Syama Krishna, 7,500 Equity Shares to
Alexandar Chacko, 37,500 Equity Shares to Rosamma Samuel, 5,000 Equity Shares to Sukumarakurup M K,
7,500 Equity Shares to Valsa Alex, 12,500 Equity Shares to Babu Abraham, 7,500 Equity Shares to T O John,

53
2,500 Equity Shares to Aleyamma Kalayil Thomas, 8,250 Equity Shares to Jeena Susan Mathew, 12,500
Equity Shares to Lillikutty Jacob, 12,500 Equity Shares to Marykutty, 15,000 Equity Shares to Anita Tom
Kurian, 5,000 Equity Shares to Gracy David, 42,500 Equity Shares to John Thankachan, 7,500 Equity Shares
to Jose Thankachan, 10,000 Equity Shares to Justin John Koshy, 9,500 Equity Shares to Letha Joseph, 20,000
Equity Shares to Mini Ponnachan, 12,500 Equity Shares to Monison Ommen, 13,750 Equity Shares to Nini
Jacob Varghese, 12,500 Equity Shares to Prema G Pillai, 10,000 Equity Shares to R Rohith, 16,250 Equity
Shares to Richu Elin Abraham, 5,000 Equity Shares to Sajan Sam, 5,000 Equity Shares to Sreekumar G,
10,000 Equity Shares to T G Pappan, 7,500 Equity Shares to Jomon Abraham, 12,500 Equity Shares to John
Vargheese, 7,500 Equity Shares to Leelabhai Jagathamma, 16,250 Equity Shares to Sujatha Kumari, 10,000
Equity Shares to Kochuveettil Aleyamma Pappachan, 18,900 Equity Shares to Saji Varughese, 5,000 Equity
Shares to Pradeep Kamalasanan, 10,000 Equity Shares to Rahim C M, 9,425 Equity Shares to Rajan Thomas,
12,500 Equity Shares to Sosamma, 15,000 Equity Shares to Lizy Mathews, 37,500 Equity Shares to Aleyamma
Mathew, 12,500 Equity Shares to John Thomas, 25,000 Equity Shares to Moolamannil Oommen Koshy ,
12,500 Equity Shares to Abraham John, 7,500 Equity Shares to Aleyamma Roch, 8,750 Equity Shares to Babu
Moolayil Cherian, 62,500 Equity Shares to Jessy John, 12,500 Equity Shares to Lijo Mathew Samuel, 7,500
Equity Shares to Mariamma K C, 7,500 Equity Shares to Mariamma Varghese, 12,500 Equity Shares to
Rency P Joshua, 10,000 Equity Shares to Sajitha S, 12,500 Equity Shares to Sinoj Samuel, 7,500 Equity
Shares to Wilson T K, 7,500 Equity Shares to Yohannan Koshy, 11,250 Equity Shares to Kevin Jacob, 7,500
Equity Shares to Panicker Rajendran V K, 37,500 Equity Shares to Thomas Eappen, 2,500 Equity Shares to
Josmy Joseph, 2,625 Equity Shares to Mariamma Sajan, 3,750 Equity Shares to P G Mathukutty, 3,750 Equity
Shares to Shaji George, 2,500 Equity Shares to Sharlet P Samuel, 2,500 Equity Shares to Sharon P Samuel,
10,000 Equity Shares to Annamma Ponnachan, 20,000 Equity Shares to Cherian P J, 12,500 Equity Shares
to Elizabeth Philip, 12,500 Equity Shares to Jacob Abraham Palakunnathu, 3,750 Equity Shares to Jaya
Mathew, 5,000 Equity Shares to Mary Abraham, 15,000 Equity Shares to Mathew V G, 12,500 Equity Shares
to Molly Mammen, 8,750 Equity Shares to Sobha Biju, 2,500 Equity Shares to T E John, 7,500 Equity Shares
to Thomas Samuel, 10,000 Equity Shares to P G Varghese, 2,500 Equity Shares to Andrews Vadakkathil
Philipose, 12,500 Equity Shares to Elizabeth Idiculla, 25,000 Equity Shares to Mariamma V Mathew, 12,500
Equity Shares to Oommen Ray Varghese, 5,000 Equity Shares to Riya Mary Peter, 5,675 Equity Shares to
Susamma Rajan, 5,000 Equity Shares to Henry Johnson, 6,250 Equity Shares to James George, 10,000 Equity
Shares to Nayanakrishnan, 12,500 Equity Shares to Silvy Sebastian, 12,500 Equity Shares to Aju John, 5,675
Equity Shares to Shiney Varghese, 5,000 Equity Shares to Leelamma Rebekka James, 9,450 Equity Shares to
Toney K Joy, 15,000 Equity Shares to Elizabeth Reji Johnson, 12,500 Equity Shares to George Abraham K,
7,500 Equity Shares to Graceamma Thomas, 20,000 Equity Shares to Jose George, 7,500 Equity Shares to
M V Varughese, 22,500 Equity Shares to Susan Varghese, 3,750 Equity Shares to K J Joseph, 25,000 Equity
Shares to Silvimole James, 7,500 Equity Shares to Leelamma Varghese, 10,000 Equity Shares to Oommen
Varghese, 18,900 Equity Shares to Roshan V Thomas, 14,000 Equity Shares to Sheeja Roy, 20,000 Equity
Shares to Abraham John, 3,750 Equity Shares to Bivin Thomas Varghese, 3,750 Equity Shares to Chris
Easow Joseph, 10,000 Equity Shares to George Thomas, 12,500 Equity Shares to Roy Kandalloor Ittyavira,
5,000 Equity Shares to arughese P T, 30,000 Equity Shares to Molamma, 17,500 Equity Shares to Saidas
Babu Pillai, 3,775 Equity Shares to Soosamma Raju, 22,500 Equity Shares to Thulasi Vikraman Pillai, 5,000
Equity Shares to Annamma Pappachen, 12,500 Equity Shares to Annamma Thomas, 10,000 Equity Shares to
Ashwin Joseph Raju, 37,500 Equity Shares to Binu Koshy, 10,000 Equity Shares to Chacko George, 7,500
Equity Shares to Hridya Mariyam Mathew, 3,875 Equity Shares to Jacob George, 4,750 Equity Shares to
Lilly Yohannan, 2,500 Equity Shares to Lizy K Joy, 5,675 Equity Shares to P G Manoharan, 12,500 Equity
Shares to P K Mathew, 6,250 Equity Shares to Raju Varghese, 3,750 Equity Shares to Reena Mary Abraham,
7,750 Equity Shares to Renjith Chandran Nair, 10,000 Equity Shares to Rosamma George, 4,750 Equity
Shares to Savish V Dan, 5,000 Equity Shares to Shajan K S, 2,825 Equity Shares to Thomas Idicula
Nilakalkizhakethil, 7,500 Equity Shares to Thomaskutty, 7,500 Equity Shares to Varughese T M, 2,500 Equity
Shares to Asha Rajan, 18,900 Equity Shares to Jeenamma Joy, 5,100 Equity Shares to Kunjumol Mathew,
7,550 Equity Shares to P C Mathai, 11,250 Equity Shares to Suja Mohan, 21,250 Equity Shares to Annamma
Kurian, 7,500 Equity Shares to Chellamma Ninan George, 3,750 Equity Shares to James Mathethu Varghese,
15,000 Equity Shares to Mathew T Koshy, 12,500 Equity Shares to Neethu Susan Abis, 2,500 Equity Shares
to Rachel Mohan, 2,500 Equity Shares to Ramachandran Pillai, 12,500 Equity Shares to Sanju Jacob
Thomas, 2,500 Equity Shares to Saul Mathai, 10,000 Equity Shares to Sherly Jacob, 3,750 Equity Shares to
K George Mathai, 10,000 Equity Shares to K Kurian Varghese, 7,500 Equity Shares to Laila Zachariah,
3,750 Equity Shares to Mervin Varghese Abraham, 11,250 Equity Shares to Molly Abraham, 15,000 Equity
Shares to Saramma Kurian, 11,250 Equity Shares to Susamma Kuranjoor Abraham, 8,750 Equity Shares to
Thomas Skaria, 2,825 Equity Shares to Geetha Kumari, 3,775 Equity Shares to K G S Pillai, 9,450 Equity
Shares to Thomas David Muttathu, 5,675 Equity Shares to John Joseph, 6,600 Equity Shares to Juby Manoj,
7,500 Equity Shares to Arya Jose, 6,250 Equity Shares to Bijeesh Mathew, 13,750 Equity Shares to Johnson

54
P K, 7,500 Equity Shares to Sneha Thomas, 12,500 Equity Shares to Aleena Tresa Christopher, 12,500 Equity
Shares to Jaimol, 3,750 Equity Shares to Jameskutty K C, 5,000 Equity Shares to Kumari Nair, 3,775 Equity
Shares to Lissy George, 9,450 Equity Shares to Shalet Perumpanany Sebastian, 17,500 Equity Shares to
Sherly George, 5,675 Equity Shares to Tino Mathews, 9,450 Equity Shares to Victoriya, 2,500 Equity Shares
to M F Joseph, 6,750 Equity Shares to Rajamma Cherian Kappayil, 12,500 Equity Shares to Skaria Thomas,
5,000 Equity Shares to Balappan Nair K G, 13,750 Equity Shares to G Sarasamma, 3,125 Equity Shares to
Gopi Rajanparikkanilathu, 11,250 Equity Shares to Victor Rajan, 12,500 Equity Shares to James Mathew,
5,000 Equity Shares to Minimol James, 2,500 Equity Shares to Aleyamma Chacko, 2,500 Equity Shares to
Balakrishnan Cherthedath Kesavamallan, 15,000 Equity Shares to Eapen, 2,500 Equity Shares to Joseph
Mathai Thachuparampathu Mathai, 2,500 Equity Shares to Santhi Bai Damodaraprabhu, 9,450 Equity
Shares to Sibychen C Joseph, 20,000 Equity Shares to Pradeep Chacko, 5,675 Equity Shares to Aleyamma
Uthup, 22,500 Equity Shares to Blessen Mathew Joseph, 9,450 Equity Shares to Jainamma Philip, 7,500
Equity Shares to George K V, 7,500 Equity Shares to Gracy Varghese, 25,000 Equity Shares to Mathai
Kuriakose, 6,250 Equity Shares to Gopakumar M S, 4,150 Equity Shares to Elizabeth Francis, 6,875 Equity
Shares to K C Georgekutty, 12,500 Equity Shares to Leelamma Jacob, 12,500 Equity Shares to Vadakedath
Issac Sabu, 7,550 Equity Shares to Jithu K Sam, 20,000 Equity Shares to Abraham Eapen, 25,000 Equity
Shares to Annu Korah, 17,500 Equity Shares to Jagadeesh Chandran, 7,550 Equity Shares to C V Philipose,
9,450 Equity Shares to Reshma Elsa Reji, 8,500 Equity Shares to Subash K G, 5,000 Equity Shares to
Mathewkutty Scaria, 7,500 Equity Shares to Ratheesh C S, 12,500 Equity Shares to Rekha Prasad, 2,500
Equity Shares to Rajan P Kuruvila, 25,000 Equity Shares to Abraham Vaidyan, 7,500 Equity Shares to Anjana
Raju, 9,450 Equity Shares to Elsy Thomas, 7,500 Equity Shares to Gangadharan P K, 15,000 Equity Shares
to Jacob N J, 12,500 Equity Shares to Jayasree Raju, 11,325 Equity Shares to Laly Kurian, 7,500 Equity
Shares to Persis John, 5,750 Equity Shares to Raju Jacob George, 12,500 Equity Shares to Davy Naissery
Peter, 7,500 Equity Shares to Selina K P, 12,500 Equity Shares to Sreekumar P V, 6,250 Equity Shares to
Aliamma E V, 12,500 Equity Shares to Annie Baby, 12,500 Equity Shares to Baby K V, 10,000 Equity Shares
to Malini A, 5,000 Equity Shares to Unnikrishnan C K, 7,500 Equity Shares to Varkey Vareeth, 12,275 Equity
Shares to Ratheesh Kollezhathu Prabhakaran, 10,000 Equity Shares to Ancy Antony, 12,500 Equity Shares
to Kunjamma Joseph, 3,775 Equity Shares to Mariamma, 12,750 Equity Shares to Ambika, 7,000 Equity
Shares to V M Haridas, 5,675 Equity Shares to Latha Narayanan Namboori, 10,000 Equity Shares to
Parvathy Ammal R, 12,500 Equity Shares to Devayani, 3,000 Equity Shares to Seena Sheny, 2,500 Equity
Shares to Annamma Saju, 15,000 Equity Shares to Joby Joseph, 7,500 Equity Shares to Benny Skariah, 25,000
Equity Shares to Elizebeth Sunny, 12,500 Equity Shares to Susanna Varghese, 5,000 Equity Shares to P C
Annamma, 7,500 Equity Shares to Priya Merine Mathew, 7,500 Equity Shares to V S Somasekharan, 7,500
Equity Shares to Grace Jose, 7,500 Equity Shares to Padmanabhan Nair D, 12,500 Equity Shares to Saibu
Sebastian, 12,500 Equity Shares to Bindu Suraj, 5,000 Equity Shares to Jacob Thomas, 12,500 Equity Shares
to Jessy Tony, 2,500 Equity Shares to Kasim Nizar P M, 12,500 Equity Shares to Lawrence George, 7,500
Equity Shares to Mariamma Ninan, 6,250 Equity Shares to Mathews Eapen, 20,000 Equity Shares to Sreekala
Sudhakaran, 10,000 Equity Shares to Teenu Tony, 2,500 Equity Shares to Susan Varghese, 12,500 Equity
Shares to Avarachan K V, 20,000 Equity Shares to Sabu Chemmazhikattu Kurian, 10,000 Equity Shares to
Hema V, 17,500 Equity Shares to Joseph Daniel, 8,750 Equity Shares to Thomas M V, 13,225 Equity Shares
to Babitha Joseph, 7,500 Equity Shares to Chellappan Haridas, 12,500 Equity Shares to K T Paul, 7,500
Equity Shares to Merin Paul, 7,500 Equity Shares to Adookkattil Mathai Johny, 5,000 Equity Shares to Akhil
Paul, 37,500 Equity Shares to Ammini Sleeba, 3,750 Equity Shares to Babumon K C, 3,750 Equity Shares to
Chackappan, 10,000 Equity Shares to Chinnamma Adookattil Mathai, 2,500 Equity Shares to John I V, 7,500
Equity Shares to Jaims Punnackattu George, 12,500 Equity Shares to Karuthedath George Saju, 15,000
Equity Shares to Mariamma Saju, 10,000 Equity Shares to Mathai K K, 5,000 Equity Shares to Nancy Peter
Vazhappillil, 25,000 Equity Shares to Paliyeth Kuriako George, 8,750 Equity Shares to Biju V J, 10,000
Equity Shares to Cicily K K, 2,500 Equity Shares to Davees V D, 33,750 Equity Shares to Jose Thomas, 2,500
Equity Shares to Lissy K P, 10,000 Equity Shares to Sebastian Pynadath Stephen, 3,750 Equity Shares to
Somy Sebastian T, 7,500 Equity Shares to Soumya Somanathan, 9,450 Equity Shares to Leyoni Jacob, 7,500
Equity Shares to Sharat Thomas, 7,500 Equity Shares to Shiny Martin, 5,000 Equity Shares to Anila Manoj,
12,500 Equity Shares to Godly Varghese, 2,500 Equity Shares to Jithin P George, 7,500 Equity Shares to
Susan Mathew P, 7,500 Equity Shares to Bindhu Manoj, 15,000 Equity Shares to Sunny Vargheese, 7,500
Equity Shares to J S A George, 5,000 Equity Shares to Dovelet Beena, 7,500 Equity Shares to Santhosh
Kumar J, 8,500 Equity Shares to Aravindakshan Pillai B, 12,500 Equity Shares to Krishna Priya S, 9,450
Equity Shares to Badarudeen, 5,000 Equity Shares to Gopinathan Pillai V, 7,500 Equity Shares to Sherly
Roy, 10,000 Equity Shares to Nainan Johny, 5,000 Equity Shares to Philipose Babu, 12,500 Equity Shares to
Riya Varghese, 2,500 Equity Shares to Santhamma B, 11,325 Equity Shares to Sarojini Amma, 17,925 Equity
Shares to Tisha Susan Thomas, 2,500 Equity Shares to Krishnapillai Gomatheyamma Vijayakumariamma
5,675 Equity Shares to Mariyamma, 10,000 Equity Shares to Varghese Chacko, 30,000 Equity Shares to Geo

55
Babu, 5,000 Equity Shares to Vijaya Sree N S, 18,750 Equity Shares to Sivankutty Paramu, 25,000 Equity
Shares to Sadanandan Sahadevan, 5,000 Equity Shares to Janiffer Mendez, 7,500 Equity Shares to Rabeena
Noushad, 25,000 Equity Shares to Radhakrishnan Kumaraswamy, 2,500 Equity Shares to Ralitzine Mendez,
5,000 Equity Shares to Robin Mendez, 7,500 Equity Shares to Rushendraprabha, 5,000 Equity Shares to S
Kannan, 37,500 Equity Shares to Aleyamma Varghese, 5,000 Equity Shares to Annamma Chacho, 2,500
Equity Shares to George C, 2,500 Equity Shares to Jacob Panicker K N, 7,500 Equity Shares to Jevin
Varghese Cherian, 7,500 Equity Shares to Jibin Abraham, 2,500 Equity Shares to John T G, 5,000 Equity
Shares to Kunchacko Panicker Chonazhikom Varghese, 2,500 Equity Shares to Lukose Panicker, 2,500
Equity Shares to Raveendran Madhavan, 7,500 Equity Shares to Kochumman Sajimoan, 3,000 Equity Shares
to Thankachan Samuel, 2,500 Equity Shares to Thomas John, 2,500 Equity Shares to Susamma Jacob, 3,750
Equity Shares to Leelamma Koshy, 10,000 Equity Shares to Merry Rajan, 10,000 Equity Shares to Raju
George, 19,000 Equity Shares to P C Lekha, 5,000 Equity Shares to Johnson D, 12,500 Equity Shares to Biju
M R, 6,250 Equity Shares to Gopikuttanpilla, 13,750 Equity Shares to Omana Samuel, 50,000 Equity Shares
to Prasad A, 12,275 Equity Shares to G Vijayan Pillai, 20,000 Equity Shares to Lathakumari O G, 7,500
Equity Shares to Parvathy Vijayasree jayanpillai, 5,000 Equity Shares to Reshmi Raveendranpillai, 10,000
Equity Shares to Sasidharan Pillai, 17,500 Equity Shares to Shaji S P, 9,450 Equity Shares to Shaji
Dayanandan, 5,000 Equity Shares to V G Muraleedharan, 13,250 Equity Shares to Yamuna Vijayan, 12,500
Equity Shares to A S Deepa, 6,250 Equity Shares to Neethu Manukrishnan, 7,500 Equity Shares to Rani
Varghese, 18,900 Equity Shares to Sindhukumary B, 12,500 Equity Shares to Sreelatha L, 2,500 Equity
Shares to Ajitha C, 12,500 Equity Shares to Suseela J Fernandez, 7,500 Equity Shares to Bridget Albert,
18,630 Equity Shares to Peter Thomas, 2,500 Equity Shares to Yohannankutty, 8,750 Equity Shares to Moly
Zackariya, 10,000 Equity Shares to Sasidharan Pillai Narayanan Pillai, 5,000 Equity Shares to
Seethalekshmi R, 5,000 Equity Shares to T S Sreelatha, 7,500 Equity Shares to Aby Abraham, 25,000 Equity
Shares to Elizabeth Rejimon Mathew, 12,500 Equity Shares to Gayathry Umesh, 7,500 Equity Shares to
Joseph E P, 7,500 Equity Shares to Rajanimol N R, 6,250 Equity Shares to Aneeta Mariyam Johnson, 5,675
Equity Shares to Annamma Koshy, 2,500 Equity Shares to Baby John, 12,500 Equity Shares to Daisy
Maichael Michael, 18,900 Equity Shares to Samuel George P, 5,675 Equity Shares to Somasekharan P, 7,500
Equity Shares to Susamma Koshy, 3,775 Equity Shares to Babukutty Thomas, 9,450 Equity Shares to Jilumol
Jacob, 2,500 Equity Shares to K Ravindranadhan Nair, 3,775 Equity Shares to Valsamma Kuzhiyuzhathil
Varghese, 7,500 Equity Shares to Cheriyan Thomas, 15,000 Equity Shares to Manju, 10,000 Equity Shares
to Muraleedharan Nair, 6,250 Equity Shares to T O Koshy, 2,500 Equity Shares to Saramma Koshy, 7,750
Equity Shares to Teena Thomas, 10,000 Equity Shares to Abraham Lukose, 8,750 Equity Shares to Anjaly
Mathew, 12,500 Equity Shares to Ansamma Jose, 7,500 Equity Shares to Babu Valliamttumkuzhyil Mathew,
50,000 Equity Shares to Biju Pushpakathu John, 17,500 Equity Shares to Geetha Ramesh, 3,775 Equity
Shares to Jino Gigy Sebastian, 10,200 Equity Shares to Lukose Joseph, 10,000 Equity Shares to
Mohanakumar V D, 5,675 Equity Shares to Padmakumari Nair, 18,900 Equity Shares to Pailo Kalarickal
Shaji, 12,500 Equity Shares to Philip Sebastian, 5,000 Equity Shares to Radhakrishnan Parayil Narayanan,
7,500 Equity Shares to Roy Suresh, 25,000 Equity Shares to Roymon Varghese, 14,500 Equity Shares to
Santhakumari, 6,275 Equity Shares to Santhosh Kumar P S, 1,25,000 Equity Shares to Sindhumol Nanappan,
11,250 Equity Shares to Thomas Kutty Kalloth Abraham, 20,725 Equity Shares to Vimala Devi, 5,000 Equity
Shares to Radhika S, 10,000 Equity Shares to Usha Kumari K, 25,000 Equity Shares to Neerackal Joseph
Georgekutty, 3,000 Equity Shares to Ouseph C D, 2,500 Equity Shares to Nimmy Alexander, 12,500 Equity
Shares to Jagan Mathews, 15,000 Equity Shares to John Eapen, 12,500 Equity Shares to John Mathew
Chirayil, 50,000 Equity Shares to Sucy Abraham, 10,000 Equity Shares to Aneeta Christopher, 2,500 Equity
Shares to Dheenamma Thazchayil Samuel, 9,450 Equity Shares to Lini Thomas, 6,250 Equity Shares to
Thomas Varghese, 17,500 Equity Shares to Jenifer Jacob, 12,500 Equity Shares to Kunnumpurathu Binoi
Thomas, 7,500 Equity Shares to Radhika Vinod, 2,500 Equity Shares to Ambikadevi Pankajakshi Amma,
5,000 Equity Shares to Anie John, 8,750 Equity Shares to Anila Ann Johny, 13,225 Equity Shares to P D
Mathew, 7,500 Equity Shares to Shajan A, 3,775 Equity Shares to Ammukutty Prasad, 7,500 Equity Shares
to Annamma Baby, 2,500 Equity Shares to Arjun A, 6,400 Equity Shares to Isac George, 3,775 Equity Shares
to Mathew Kattuparampil Cherian, 10,000 Equity Shares to Liya Sara Kurien, 17,000 Equity Shares to
Mariamma Seelas, 5,000 Equity Shares to Thomas Daniel, 12,500 Equity Shares to Anila, 12,500 Equity
Shares to Devapalan, 12,500 Equity Shares to Indira, 25,000 Equity Shares to Kavya Sasidharan, 15,000
Equity Shares to Leelamma Joy, 7,500 Equity Shares to Mariamma Koshy, 18,750 Equity Shares to Mercy
Molamma George, 12,500 Equity Shares to Mohanan Pillai, 5,800 Equity Shares to Rosamma Baby, 25,000
Equity Shares to Shylaja A, 9,450 Equity Shares to Umayamma Gopinath, 12,500 Equity Shares to Lana
Joseph, 7,500 Equity Shares to Reetha P R, 5,000 Equity Shares to Joseph, 12,500 Equity Shares to Cherian
Chacko, 10,000 Equity Shares to Cyriac Joseph, 12,500 Equity Shares to Joseph Rojan, 7,500 Equity Shares
to Reji Joseph, 3,750 Equity Shares to Lilly Jose, 7,500 Equity Shares to Scaria Joseph, 2,500 Equity Shares
to Sreelatha K Nampoothiri, 10,000 Equity Shares to Baiju Thottathil Sadasivan, 7,500 Equity Shares to

56
Blesson Varghese, 5,000 Equity Shares to Jincy K Philip, 5,000 Equity Shares to Reji Pottathara Varkey,
7,500 Equity Shares to Beena Joseph, 7,500 Equity Shares to Betsy Sebastian, 7,500 Equity Shares to Christin
Joseph, 3,750 Equity Shares to Febin Mathew, 2,500 Equity Shares to Jinumol Joseph, 5,000 Equity Shares
to Shaji Thomas, 7,500 Equity Shares to Varghese, 2,500 Equity Shares to Binu K Idiculla, 2,500 Equity
Shares to Iype M J, 13,750 Equity Shares to Ammini Abraham, 3,750 Equity Shares to Annieamma Chandy,
3,775 Equity Shares to Anil Mathew Elanjickalveliyathu, 15,125 Equity Shares to Cherukara Venzhiyi
Mathew, 6,875 Equity Shares to Josephine Abraham, 5,000 Equity Shares to Mohan Dass, 6,875 Equity
Shares to Sindhu, 47,500 Equity Shares to Sonia Suresh, 12,500 Equity Shares to Dasan M Jorge, 5,000
Equity Shares to Easo Vanmelil Kurian, 12,500 Equity Shares to Jolly Philip, 8,750 Equity Shares to K
Sadasivan, 6,250 Equity Shares to Mary Mathew, 25,000 Equity Shares to Mathew Sunny Kutty, 13,750
Equity Shares to Mathews P Easo, 7,000 Equity Shares to Ninan K Easo, 7,500 Equity Shares to P Kurian,
25,000 Equity Shares to Rinu Anna Koshy, 6,250 Equity Shares to Susan Kurian, 2,500 Equity Shares to
Usha Kumary Sadasivan, 5,000 Equity Shares to P T Markose, 5,000 Equity Shares to Ramanpillai
Ramakrishnan Nair, 12,500 Equity Shares to Suvarna P Nair, 12,500 Equity Shares to Jacob
Thondukandathil Chacko, 7,500 Equity Shares to Varghese M M, 7,500 Equity Shares to Anandavalli Amma,
17,500 Equity Shares to A T Abraham, 2,500 Equity Shares to Elizabeth John, 15,000 Equity Shares to
Mariamma Abraham Thekkeparambil, 7,500 Equity Shares to Anish Abraham Punnoose, 20,000 Equity
Shares to Alias Kollethu Chummar, 10,000 Equity Shares to Fincykutty Mathew, 14,625 Equity Shares to
John Veluthedathu Parampil Varkey, 5,000 Equity Shares to Skaria P M, 62,500 Equity Shares to Tessymol
Philip, 12,500 Equity Shares to Thulasi Pisharasiar N, 7,500 Equity Shares to Lislin Luka, 7,500 Equity
Shares to Lizy Kurian, 12,500 Equity Shares to P P Joseph, 12,500 Equity Shares to Aniyamma Punnooran,
10,000 Equity Shares to Baby John, 10,000 Equity Shares to Chandran R, 8,750 Equity Shares to Daisy
Cheeran Thomas, 11,250 Equity Shares to John Kuriakose Thayil, 6,600 Equity Shares to Roy Devasia, 8,750
Equity Shares to Bhagyalekshmi, 2,500 Equity Shares to Dilip Varghese, 3,775 Equity Shares to Mathew
Kuncheria, 12,500 Equity Shares to Rincymole Roy, 5,000 Equity Shares to Rosna Ann Varghese, 5,000
Equity Shares to Thomas Chacko, 10,850 Equity Shares to Treesa James, 5,000 Equity Shares to
Amminiyamma, 3,775 Equity Shares to Aravindan Velu, 5,000 Equity Shares to Biji Jagadamma, 2,500
Equity Shares to Gopalapillai Ramachandran Nair, 1,875 Equity Shares to Indira B, 3,750 Equity Shares to
Kaladharan Plathanathu Vasudevan Nair, 2,500 Equity Shares to Omanakutty K S, 5,250 Equity Shares to
Ponnamma, 22,500 Equity Shares to Shaji, 14,000 Equity Shares to Sreekumar Harisankar, 42,500 Equity
Shares to Sreeletha B, 7,500 Equity Shares to Sushama Panicker, 5,000 Equity Shares to Reena Mathew,
3,775 Equity Shares to Gokul S Pillai, 2,500 Equity Shares to S Gomathy Ammal, 2,500 Equity Shares to
Indira T, 5,250 Equity Shares to Krishnambal G, 8,775 Equity Shares to Radha Krishnan S, 7,500 Equity
Shares to Santha Kumari Amma, 3,775 Equity Shares to Siji Mathew, 2,825 Equity Shares to Sosamma
Alexander, 3,775 Equity Shares to Sreejith R, 8,775 Equity Shares to Sushamma Rajan, 6,250 Equity Shares
to Syamala B Pillai, 3,750 Equity Shares to Varghese George, 11,325 Equity Shares to Bibin Jacob, 15,000
Equity Shares to C C Raghavan, 6,750 Equity Shares to K M George, 10,000 Equity Shares to Immanuel V,
17,500 Equity Shares to Gopalakrishnan A, 10,000 Equity Shares to Jose P O, 15,125 Equity Shares to
Annamma Rajan, 7,750 Equity Shares to Athin Abraham, 9,450 Equity Shares to Daniel Kunju Kottapurathu
George, 17,850 Equity Shares to Indiradevi, 5,000 Equity Shares to Indira J, 3,750 Equity Shares to
Gopalakrishnan Nair, 5,000 Equity Shares to Mariamma Alex, 3,750 Equity Shares to N K James, 10,000
Equity Shares to Sayana Samuel, 9,375 Equity Shares to Sheeja John, 12,500 Equity Shares to M P Philip,
4,375 Equity Shares to Mary M Swaraj, 5,000 Equity Shares to Mariamma Varghese, 17,000 Equity Shares
to Indiramma, 9,450 Equity Shares to Rajalekshmi T, 12,500 Equity Shares to Puthngadu Cyniac Kurian,
7,500 Equity Shares to Sudhi Pushkaran, 15,000 Equity Shares to Venkita Raman Pollayode, 5,750 Equity
Shares to Ashokan N K, 12,500 Equity Shares to Rajan V V, 22,500 Equity Shares to Jayagopan A P, 7,500
Equity Shares to Sreenivasan T P, 7,500 Equity Shares to Francis Xavier A V, 17,500 Equity Shares to
Geethanjali Ranjith A, 8,500 Equity Shares to Reena Valsaraj T, 12,500 Equity Shares to Snehaprabha,
15,000 Equity Shares to Sujatha E T, 7,500 Equity Shares to Leelamma Thomas, 7,500 Equity Shares to
Thomas P V, 7,500 Equity Shares to Jayaprasanna, 7,500 Equity Shares to Sankaran Nair P E, 8,750 Equity
Shares to Yusuf Thazhathethil, 25,000 Equity Shares to Chacko P D, 10,000 Equity Shares to Gracy P U,
7,500 Equity Shares to Abdul Majeed E K, 18,750 Equity Shares to Rajesh K P, 3,750 Equity Shares to K P
Chandramohan Pillai, 12,500 Equity Shares to Sudikshina, 6,500 Equity Shares to Deepa Mathew, 12,500
Equity Shares to Elsy Kalampukattu George, 37,500 Equity Shares to Girija C N, 10,000 Equity Shares to
Cecily Thomas, 4,000 Equity Shares to Gigi Mathew, 5,000 Equity Shares to Alice, 7,500 Equity Shares to
Ammini Ulahannan, 12,500 Equity Shares to Baby Ulahannan, 13,250 Equity Shares to Bindu Salus, 7,500
Equity Shares to Georgekutty Mathew, 8,250 Equity Shares to Jithu Elsy Jose, 10,000 Equity Shares to Lucy
Johnson, 21,250 Equity Shares to Mary A A, 11,325 Equity Shares to Ennolikkara Mathew Mary, 3,775
Equity Shares to Ennolikkara Philip Mathew, 7,500 Equity Shares to Mercy Sunny, 27,500 Equity Shares to
Preethy Baby, 7,500 Equity Shares to Saramma Skaria, 13,225 Equity Shares to Sinju Joy, 12,500 Equity

57
Shares to Sony M Baby, 7,500 Equity Shares to Suja Paul Peter, 19,275 Equity Shares to Tissy Sunny, 25,000
Equity Shares to Vismaya James, 3,750 Equity Shares to Chembakam Vadakath, 2,500 Equity Shares to
Kasturi P Rao, 3,000 Equity Shares to Nagappa Pushkara Rao, 7,500 Equity Shares to Raphael K G, 6,250
Equity Shares to Rekha P, 5,750 Equity Shares to Saseendran V, 12,500 Equity Shares to Antony K O, 15,000
Equity Shares to Divya Sensalavos, 10,000 Equity Shares to Jose T V, 12,500 Equity Shares to Daniel John
Oorutharayil, 17,500 Equity Shares to Antony C T, 3,775 Equity Shares to Paul Joseph, 7,500 Equity Shares
to Remi Boney Mary Monicka, 9,450 Equity Shares to Suma Rajeev, 11,250 Equity Shares to Brijit Charuvelil
Joseph, 7,500 Equity Shares to K N Balakrishnan Nair, 7,500 Equity Shares to Sabu Mathai, 12,500 Equity
Shares to Swapna Charath Syamalan, 7,500 Equity Shares to Varakukalayil Sanku Thampi, 5,000 Equity
Shares to Alexander Chandy, 5,000 Equity Shares to Benny M I, 12,500 Equity Shares to Eldhose Kurian,
75,000 Equity Shares to Kadavil Joy Robin, 7,500 Equity Shares to Dileep Kumar B, 12,500 Equity Shares
to John Zachariah, 15,000 Equity Shares to K J Peter, 15,000 Equity Shares to Sruthy Varghese, 50,000
Equity Shares to Leena George Puthooran, 37,500 Equity Shares to Puthooran Markose George, 12,500
Equity Shares to Rajan Vavachan, 12,500 Equity Shares to Sheela Rajan, 3,200 Equity Shares to Achamma
Thomas, 17,500 Equity Shares to Gopalakrishnan Nair, 2,500 Equity Shares to Likhitha M, 17,500 Equity
Shares to Pushpavally Nair, 2,500 Equity Shares to Felix P J, 2,500 Equity Shares to Jejy, 7,500 Equity
Shares to Aleyamma Varkey, 12,500 Equity Shares to Jenson M V, 10,000 Equity Shares to Mantharayil
Thomas Varkey, 12,500 Equity Shares to Pearly Saira Chacko, 25,000 Equity Shares to Shreejesh
Sasidharan, 7,500 Equity Shares to Varkey Abraham Palliparambil, 7,500 Equity Shares to Rohith Varma,
7,500 Equity Shares to Saji K Kuzhiyelil, 3,775 Equity Shares to Kochu Thresya, 11,350 Equity Shares to
Vignesh S Banerji, 11,350 Equity Shares to Vinayak Surendranath Banerji, 10,000 Equity Shares to Amritha
Veliyath Lonappan, 10,000 Equity Shares to Annie Vazhappilly Devassey, 10,000 Equity Shares to Remya
Veliyath Lonappan, 10,000 Equity Shares to Joby K J, 18,750 Equity Shares to Raghavan Kanhinghat, 7,500
Equity Shares to Shyjan Odatt Gangadharan, 9,450 Equity Shares to Anandan A P, 12,500 Equity Shares to
Antony P L, 7,500 Equity Shares to C R Bhanumathy, 19,000 Equity Shares to Feby John Chiramel, 12,500
Equity Shares to Joy P A, 12,250 Equity Shares to Kamattathil S Thilakan, 7,500 Equity Shares to O K
Sugathan, 12,500 Equity Shares to Sija Shiju Nambyadan, 12,500 Equity Shares to Hrishikesh Patinharapat,
7,500 Equity Shares to V P Davy, 15,000 Equity Shares to Parappilly Vincent, 7,550 Equity Shares to Lekha
Parameshwara Kaimal Kurumuzhickal, 7,500 Equity Shares to Lissy P R, 7,500 Equity Shares to R P
Praseetha, 13,750 Equity Shares to Shoukathali, 7,500 Equity Shares to Suseela Prasad, 37,500 Equity
Shares to A B Abhilash, 7,500 Equity Shares to Poruthikkottu Chirakkil Kumaran, 7,500 Equity Shares to K
Rohini, 9,500 Equity Shares to Ajitha Chemmannur Antony, 5,000 Equity Shares to T J John, 12,500 Equity
Shares to Annie Purattukara Porinchu, 18,750 Equity Shares to Bright Chittilappilly Varghese, 7,500 Equity
Shares to Jayanthi M S, 7,500 Equity Shares to Joe Parambi, 2,500 Equity Shares to Karimalikkal Paily
Davis, 6,250 Equity Shares to Karanattu Velayudhan Sohan Singh, 12,500 Equity Shares to Maliakkel
Kuriappan Kochurani, 2,500 Equity Shares to Reetha Joseph, 7,500 Equity Shares to Roopana Roshan, 2,500
Equity Shares to Sini Davis, 9,000 Equity Shares to Sini Shaji, 10,000 Equity Shares to Toshi Biju, 7,500
Equity Shares to Abdul Azeez T A, 7,500 Equity Shares to Anwar Azeez Rahman, 10,000 Equity Shares to
Jovin C Jolly, 7,500 Equity Shares to K G Harshan, 18,775 Equity Shares to K P Gracy, 17,500 Equity Shares
to Teena Jossy, 10,000 Equity Shares to Bhagiavathy Vijayan, 12,500 Equity Shares to C R Saimon, 2,500
Equity Shares to Pallath Rajalakshmy, 6,250 Equity Shares to O Suresh Kumar, 7,500 Equity Shares to
Anamika P J, 2,500 Equity Shares to Binny Mathew Thottappilly, 7,500 Equity Shares to Lidiya Vincent,
12,500 Equity Shares to Mariyamma Willie Ollattikulam, 10,125 Equity Shares to Seema Winson, 8,825
Equity Shares to Varghese Manjanga Rappai, 7,500 Equity Shares to Pattath Chakkunny Varghese, 7,500
Equity Shares to Ollassery Sankaran Chandramohan, 11,325 Equity Shares to Davis, 8,750 Equity Shares to
Divakara Menon K, 3,200 Equity Shares to Linzy Joy Kuttikkadan, 7,500 Equity Shares to Sandhya Antu,
25,000 Equity Shares to Subhadramma, 6,250 Equity Shares to Sathyan, 3,750 Equity Shares to Elsy Joseph
Emmatty, 7,500 Equity Shares to Kunnapilly Antony Jose, 3,775 Equity Shares to Elsy C P, 5,675 Equity
Shares to Palatty Poulo Mary, 12,500 Equity Shares to Elsy Cheriyan, 5,675 Equity Shares to Jacob C D,
5,000 Equity Shares to Musthafa, 7,500 Equity Shares to Rajkumar K G, 7,500 Equity Shares to Vigy
Gangadharan, 7,500 Equity Shares to Dinto Davis, 10,000 Equity Shares to Habna Jose, 7,500 Equity Shares
to Jobin Jose M, 7,500 Equity Shares to Mercy James, 25,000 Equity Shares to Dhanya S Pillai, 7,500 Equity
Shares to John Panakkal, 25,000 Equity Shares to Rajan I, 7,500 Equity Shares to Rani Chakkalakkal Jose,
25,000 Equity Shares to Selija, 50,000 Equity Shares to Sivakumaran P, 15,000 Equity Shares to Annarose
K Anto, 15,000 Equity Shares to Beena Jose, 12,500 Equity Shares to Nirmala C J, 10,000 Equity Shares to
Subrahmanyan, 5,000 Equity Shares to George M E, 5,000 Equity Shares to P C Ramankutty, 7,500 Equity
Shares to Aiswarya Scaria, 10,000 Equity Shares to Binoy Chemmannur Lazar, 7,500 Equity Shares to C L
Chummar, 18,900 Equity Shares to George Paul, 13,225 Equity Shares to Hema George, 12,500 Equity
Shares to Jaya Francis, 7,500 Equity Shares to Jessy Thomas, 17,500 Equity Shares to Mary Chenchu Binu,
7,500 Equity Shares to Pamela Paul, 25,000 Equity Shares to Sneha Dinesan, 12,500 Equity Shares to

58
 Chandrasekharan Thekke Adiyat, 7,500 Equity Shares to Thottian Jose Joby, 7,500 Equity Shares to Sherly
Lazar, 5,675 Equity Shares to Athul Krishna, 5,625 Equity Shares to Athulya Baji K, 5,675 Equity Shares to
Bindu P S, 3,750 Equity Shares to Mercy T A, 7,500 Equity Shares to Gangadevi C R, 7,500 Equity Shares
to Jolly Mohan, 8,750 Equity Shares to Julie Binoj, 7,500 Equity Shares to Rajani Santhosh, 12,500 Equity
Shares to Benny Chalakkal Kochappan, 6,250 Equity Shares to Charls K F, 20,000 Equity Shares to Juvin
Varghese M, 12,500 Equity Shares to Mini Benny, 12,500 Equity Shares to Sajith Kollannoor Jose, 7,500
Equity Shares to Sali Madhu, 2,500 Equity Shares to Davis C A, 21,250 Equity Shares to Davis Porinchu
Puthur, 3,125 Equity Shares to Grace Pauly, 7,500 Equity Shares to Jisha, 7,500 Equity Shares to Karippotil
Subramanian Lakshmi, 7,500 Equity Shares to Subramanian, 3,000 Equity Shares to Alice Varghese
Ponthokken, 5,000 Equity Shares to Anjoe S Nambadan, 13,250 Equity Shares to Curupath Krishnankutty
Balakrishnan, 10,000 Equity Shares to Francis Mathew Muttichukaren, 5,000 Equity Shares to Jose Paul
Nambadan, 3,750 Equity Shares to Leela Joy Pulikkal, 32,500 Equity Shares to Lonappan E R, 3,750 Equity
Shares to Pulikkal Joseph Joy, 6,500 Equity Shares to Varghese D Ponthokken, 7,500 Equity Shares to Achala
Unnikrishnan, 30,000 Equity Shares to Aswin Pradeep M, 7,500 Equity Shares to Pandary Vareed Dennymol,
5,625 Equity Shares to Sajitha, 9,450 Equity Shares to Malamel Pattiath Saraswathy, 10,000 Equity Shares
to Seema, 7,500 Equity Shares to Latha M R, 15,000 Equity Shares to Ouseph Kattan Thomas, 12,500 Equity
Shares to T K Ignatious, 7,500 Equity Shares to Nattath Damodaran Kutty, 7,500 Equity Shares to Jossy
Paul, 7,500 Equity Shares to Joseph Jacob E, 7,500 Equity Shares to Neethu Jose V, 7,500 Equity Shares to
Mambully Vasudevan Rengith, 3,250 Equity Shares to K V Usha, 7,500 Equity Shares to Konikkara Lonappan
Anthony, 7,500 Equity Shares to Manuel George Konikkara, 3,750 Equity Shares to Narayanan Cherukayil,
7,500 Equity Shares to Rani George Vadukkut, 15,000 Equity Shares to Sankarawarrier Prasannakumari,
3,750 Equity Shares to Bindu Balakrishnan Nair, 5,000 Equity Shares to Meenu Manikantan Nair, 4,550
Equity Shares to Omana Unnithan, 20,000 Equity Shares to Suvidya Vidhyadharan Sulochana, 2,500 Equity
Shares to Ramanan Prabhakaran, 7,500 Equity Shares to Kanthappan, 6,000 Equity Shares to Beena S,
11,250 Equity Shares to Chandrika L, 15,000 Equity Shares to Renjith Kumar S, 25,000 Equity Shares to
Bahuleyan Nair G, 25,000 Equity Shares to Leela, 25,000 Equity Shares to Madhusoodhanan Krishnan
Sukumaran, 12,500 Equity Shares to Prince N C, 4,000 Equity Shares to Lekha P Nair, 3,750 Equity Shares
to Sankar R, 6,250 Equity Shares to Santosh Daniel Savianvilayil, 5,000 Equity Shares to B Ganga, 5,000
Equity Shares to Pradeesh Soman, 50,000 Equity Shares to David George, 75,000 Equity Shares to Elizabeth
Abraham, 22,500 Equity Shares to Fr George Kunnath, 10,000 Equity Shares to Gopalan Mohandas, 7,500
Equity Shares to Sainaba Nazar, 7,500 Equity Shares to Chandrika Janaki, 2,500 Equity Shares to
Jayaprabha Suseela, 2,500 Equity Shares to Jerin S J, 7,500 Equity Shares to Arya Subha, 25,000 Equity
Shares to Joy, 12,500 Equity Shares to R Lathasivaraman,7,550 Equity Shares to Sandhya S, 11,325 Equity
Shares to Sidharth Vijayan Sandhya, 3,750 Equity Shares to Valsamma Abraham, 7,500 Equity Shares to A
Kesavan, 11,250 Equity Shares to Krishnamurthy P S, 25,000 Equity Shares to Sadasivan Vijayan and 7,500
Equity Shares to Meenakshi V R.
4) Allotment of 30,00,000 Equity Shares to Mathew K. Cherian pursuant to conversion of 1,20,000 Compulsorily
Convertible Cumulative Preference Shares.
5) Allotment of 8,000 Equity Shares to Urmila Devi A P, 6,000 Equity Shares to Sreedevi, 10,000 Equity Shares
to Shiny Shaji, 47,000 Equity Shares to P I Thomas, 14,000 Equity Shares to Hafsa C M., 18,000 Equity
Shares to Gicco George, 9,000 Equity Shares to Elsamma Mathew, 8,000 Equity Shares to Bini Mary George,
10,000 Equity Shares to Aleyamma Varghese, 6,000 Equity Shares to Suja Varghese, 10,000 Equity Shares
to Jaison V R, 6,000 Equity Shares to Santhamma Johnson, 6,000 Equity Shares to Tom Joseph, 12000 Equity
Shares to John Thomas, 7,000 Equity Shares to Suku J Kurian, 7,000 Equity Shares to Ouseph, 6,000 Equity
Shares to Gracy Alexander, 6,000 Equity Shares to Annamma T John, 12,000 Equity Shares to Vidyasagar
G, 6,000 Equity Shares to Thomas Vareekal Scaria, 10,000 Equity Shares to Liceyamma Plakottayil Varkey,
20,000 Equity Shares to Sherly Wilson, 36,000 Equity Shares to Chinnamma I, 10,000 Equity Shares to Syrus
J, 20,000 Equity Shares to Thomas Ayrookuzhiyil Samuel, 20,000 Equity Shares to Varughese Thomas, 6,000
Equity Shares to Shahidha Moosa, 8,000 Equity Shares to T N Sadasivan Nair, 12,000 Equity Shares to
Rachel Philip, 6,000 Equity Shares to Shyjan E P, 7,000 Equity Shares to Sheena Benny, 8,000 Equity Shares
to Dhanya Raj, 20,000 Equity Shares to P C Varghese, 8,000 Equity Shares to Sajikumar Sukumarapillai,
20,000 Equity Shares to Babu Ahamad Kabir, 6,000 Equity Shares to Mathai V A, 6,000 Equity Shares to
Reeja Mathews, 6,000 Equity Shares to Mariamma Oommen, 6,000 Equity Shares to Inasu, 14,000 Equity
Shares to Jayasree Radhadevi, 19,000 Equity Shares to Sindhu, 9,000 Equity Shares to Sheeba S Baby, 8,000
Equity Shares to Ansamma Tomy, 30,000 Equity Shares to Josey K K, 8,000 Equity Shares to Benny Joseph,
8,600 Equity Shares to Varughese Cheriyan, 20,000 Equity Shares to Rejishkumar K R, 10,000 Equity Shares
to Akhil Udayan, 14,000 Equity Shares to Lizamma L, 12,000 Equity Shares to Peter Paul, 8,000 Equity
Shares to Anand Padmavathi Sailesan, 6,000 Equity Shares to Sarakutty, 6,000 Equity Shares to Liby C Baby,
10,000 Equity Shares to Aleyamma Abraham, 6,000 Equity Shares to Louis Thomas, 10,000 Equity Shares to
Simy Dominic, 9,000 Equity Shares to Omana Amma G, 20,000 Equity Shares to Betty Jaison, 6,000 Equity

59
Shares to Paulose Parathuvayalil Sunny, 6,000 Equity Shares to Bijoy Paul, 6,000 Equity Shares to Rosa
Alias Rekha, 6,000 Equity Shares to Johnson C, 14,000 Equity Shares to Santhamma Scaria, 20,000 Equity
Shares to Pulikottil Antony Marykunju, 20,000 Equity Shares to Shantymole Sasivilasam Alfred, 8,000 Equity
Shares to Pushkaran K, 6,000 Equity Shares to Abraham Thomas, 6,000 Equity Shares to Raveendran
Namboothiripad, 6,000 Equity Shares to Paulson P J, 10,000 Equity Shares to Rigy Jaison, 10,000 Equity
Shares to O C Varghese, 6,000 Equity Shares to Elsa Emil, 6,000 Equity Shares to Tijo T Chethiyil, 6,000
Equity Shares to K C Georgekutty, 10,000 Equity Shares to Sindhya Varghese, 25,000 Equity Shares to
Molykutty Mathew, 6,000 Equity Shares to Babu Varghese, 20,000 Equity Shares to Vibin, 6,000 Equity
Shares to Antony K D, 40,000 Equity Shares to Julius Koshy, 6,000 Equity Shares to K Y Mathai, 10,000
Equity Shares to Annamma Jose Cherukunnel, 6,000 Equity Shares to Ancy George, 10,000 Equity Shares to
Alice Lukose, 10,000 Equity Shares to Jidin Jacob Kurian, 12,000 Equity Shares to Gerald James, 6,000
Equity Shares to Sindhu Suresh, 6,000 Equity Shares to Valsamma C N, 6,000 Equity Shares to Lissy Joy,
25,000 Equity Shares to Rinta Ann Mathew, 6,000 Equity Shares to Anitha Varghese, 6,000 Equity Shares to
Cheriyan E V, 6,000 Equity Shares to Aldo Vincent, 10,000 Equity Shares to Sheeja Joy, 8,000 Equity Shares
to Beno John, 10,000 Equity Shares to Alexandar Oomman, 20,000 Equity Shares to Vasu Mohanan, 10,000
Equity Shares to Aleyamma Roch, 6,000 Equity Shares to T T Antony, 14,000 Equity Shares to Issac Varghese,
10,000 Equity Shares to M A Kuriakose, 6,000 Equity Shares to Gregory Simon T, 6,000 Equity Shares to
Jeremiah Godly Varghese, 6,000 Equity Shares to Sethulekshmi Kunjamma, 8,000 Equity Shares to
Sasikumar Madhavan Pillai, 6,000 Equity Shares to Annieamma Kurien, 6,000 Equity Shares to Ponnamma
Thankachan, 6,000 Equity Shares to Abraham P P, 6,000 Equity Shares to Idicula Chaprathu Varghese,
6,000 Equity Shares to Mary Abraham, 7,200 Equity Shares to Job T J, 6,000 Equity Shares to Syrleenj Veliyil
John, 12,000 Equity Shares to Vazhaparambil Jacob Johny, 8,000 Equity Shares to V K Manmadhan, 6,000
Equity Shares To Mercy Jose, 6,000 Equity Shares to Baby Jose, 6,000 Equity Shares To Baisil Alias, 6,000
Equity Shares to Anandavally Vijayan Pillai, 6,000 Equity Shares to Kunju Kunjamma John, 20,000 Equity
Shares to Susan Alex, 20,000 Equity Shares to Benny Thomas Vayaliparambil, 9,800 Equity Shares to Lizy
Kurian, 6,000 Equity Shares to Mariyamma Raju, 8,000 Equity Shares to Janesh Kumar Krishna Pillai,
10,000 Equity Shares to Sreelatha T S., 6,000 Equity Shares to Malath Kurian Elias, 20,000 Equity Shares
to C T Babukutty, 10,000 Equity Shares to Kochurani Mathew, 6,000 Equity Shares to Alias Kollethu
Chummar, 10,000 Equity Shares to P M Joseph, 10,000 Equity Shares to Shibu Simon, 12,000 Equity Shares
to Alice Cyriac, 10,000 Equity Shares to Joy P Joseph, 6,000 Equity Shares to George Pulickakudy Varghese,
10,000 Equity Shares to Thomas Abraham, 15,000 Equity Shares to Dinu Babukutty, 16,000 Equity Shares
to Bhanu Velayudhan, 10,000 Equity Shares to Sheeja Moni, 10,000 Equity Shares to Abraham Varghese,
30,000 Equity Shares to Sreeja Pezhunilkunnathil Krishnankutty Nair, 30,000 Equity Shares to Rajeev Kumar
Gopala Pillai, 6,000 Equity Shares to Sasidharan Nair, 12,000 Equity Shares to Sosamma Jose Moolayil
Kizhakkethil, 7,400 Equity Shares to Puthur Rappai Johnson, 6,000 Equity Shares to Susy K K, 20,000 Equity
Shares to Kannukadan Kuriappan Valsa, 8,000 Equity Shares to Thulasi Pisharasiar N, 14,000 Equity Shares
to Soniya Joseph, 6,000 Equity Shares to Michael John, 10,000 Equity Shares to Layamma Thomas, 12,000
Equity Shares to Thalhathu Ouseph Paul, 13,000 Equity Shares to Kampadathil Sebastian Joseph, 10,000
Equity Shares to Tom Varghese, 12,000 Equity Shares to Jose Simon, 10,000 Equity Shares to Arun
Palakkuzhippil Francis, 20,000 Equity Shares to Vikrama Panicker Parameswara Panicker, 6,000 Equity
Shares to Job George, 20,000 Equity Shares to Aleena Thomas, 10,000 Equity Shares to Simpson Joseph,
10,000 Equity Shares to Mathew Kuncheria, 6,000 Equity Shares to Mariamma Jacob, 10,000 Equity Shares
to Thomas Francis, 6,000 Equity Shares to Antony Joseph, 10,000 Equity Shares to Rajalakshmi G Panicker,
12,000 Equity Shares to Kurian Varughese, 6,000 Equity Shares to Anate Mary Augustin, 6,000 Equity Shares
to George J Puthiyidom, 10,000 Equity Shares to Geetha Ramesh, 10,000 Equity Shares to Baby Alias, 20,000
Equity Shares to Geevarghese Philip, 6,000 Equity Shares to Jincy Shaju, 6,000 Equity Shares to Sreejamol
S, 6,000 Equity Shares to Ancy Mathew, 6,000 Equity Shares to Sajitha V S, 6,000 Equity Shares to Lucy
Simon, 6,000 Equity Shares to Sherly Mathew Melit Palathingal, 6,000 Equity Shares to Kurian Jos
Vazhappilly, 6,000 Equity Shares to Radhakrishna Pillai G, 8,000 Equity Shares to Sankarawarrier
Prasannakumari, 10,000 Equity Shares to Elsy Antony, 12,000 Equity Shares to Sahadevan, 30,000 Equity
Shares to Joseph M V, 22,000 Equity Shares to Edakkalathur Ouseph Kochudevassy, 9,400 Equity Shares to
Annie Jacob, 6,000 Equity Shares to Merin Grace Ben, 6,000 Equity Shares to Sebastian, 6,000 Equity Shares
to K Gopalakrishnan, 12,000 Equity Shares to K M Joseph, 20,000 Equity Shares to Mangalamuttam Job
Joseph, 10,000 Equity Shares to Susamma M, 6,000 Equity Shares to Philip V George, 6,000 Equity Shares
to Santhi G S, 6,000 Equity Shares to Sarojini P, 6,000 Equity Shares to Rachel Baby, 36,000 Equity Shares
to Thomas Varghese, 10,000 Equity Shares to Daniel Thomas, 10,000 Equity Shares to Anita Tom Kurian,
6,000 Equity Shares to Sasidharan Nair K K, 12,000 Equity Shares to Thomas Mathew T, 6,000 Equity Shares
to Binilkumar M S, 11,000 Equity Shares to George P Varughese, 10,000 Equity Shares to Santhamma
George, 8,000 Equity Shares to Mariamma Monikkuttan, 20,000 Equity Shares to Asha Peter, 10,000 Equity
Shares to Marykutty Mathew, 20,000 Equity Shares to Sebastian Mathew P, 6,000 Equity Shares to Ancy

60
Babu, 12,000 Equity Shares to Sherly Abraham, 6,000 Equity Shares to Shini Biju, 10,000 Equity Shares to
Ameena Shaju, 10,000 Equity Shares to James K J, 6,000 Equity Shares to Mercy Joseph, 8,000 Equity Shares
to Saramma Varkey, 14,000 Equity Shares to Thankachan P P, 6,000 Equity Shares to Sadique, 6,000 Equity
Shares to T G Manoj, 6,000 Equity Shares to Kamalasanan C R, 12,000 Equity Shares to Monson Varughese,
6,000 Equity Shares to E P Devassy, 8,000 Equity Shares to Mallika, 12,000 Equity Shares to Ammini Raju
Athanickal, 12,000 Equity Shares to Cheeramelil Chacko Thomas, 12,000 Equity Shares to Giju Thomas,
8,000 Equity Shares to Remya Rajesh, 6,000 Equity Shares to Mathew Varghese, 20,000 Equity Shares to
Biju Varghese, 12,000 Equity Shares to Shaji Kunnilakat John, 6,000 Equity Shares to Anagha P J, 10,000
Equity Shares to Mrudul P D, 6,000 Equity Shares to Maliakkel Kuriappan Kochurani, 6,000 Equity Shares
to K G Sreekumari, 10,000 Equity Shares to C U K Nair, 6,000 Equity Shares to Saraswathy Narayanan,
6,000 Equity Shares to Pauly P K, 13,000 Equity Shares to K T Peter, 11,000 Equity Shares to Mary Paul,
6,000 Equity Shares to Laly Babu, 6,000 Equity Shares to Lissy, 7,000 Equity Shares to Vasudevan
Dwarakanathan Nettath, 7,000 Equity Shares to Thomas Abraham, 6,000 Equity Shares to Shantymol
Kuriakose, 6,000 Equity Shares to T V Thomas, 24,000 Equity Shares to Sajimon Simon, 6,000 Equity Shares
to Radhamma, 6,000 Equity Shares to Mohanakumar V D, 6,000 Equity Shares to K J Paul, 10,000 Equity
Shares to Sreekantan Nair Kuttan Pillai, 6,000 Equity Shares to Neethu, 6,000 Equity Shares to Jobel George,
10,000 Equity Shares to Yohannan Poikamelethil Chacko, 10,000 Equity Shares to Thomas Thomas
Noottanikunnel, 12,000 Equity Shares to Thomas Joseph, 12,000 Equity Shares to Gopakumar
Madathilparambil Govindapillai, 12,000 Equity Shares to Vikramapanicker Praveenkumar, 6,000 Equity
Shares to Kala Nandakumar, 6,000 Equity Shares to Elizabeth Alexander, 10,000 Equity Shares to Jemi John,
6,000 Equity Shares to Anju Mariam Varghese, 6,000 Equity Shares to Podimon C G, 23,000 Equity Shares
to George P G, 15,000 Equity Shares to Reshma, 6,000 Equity Shares to Pratheeshkumar P, 6,000 Equity
Shares to Mini Vincey, 6,000 Equity Shares to Sneha Shawn, 6,000 Equity Shares to M S Yohannan, 6,000
Equity Shares to Balappan Nair K G, 6,000 Equity Shares to Leelamma Chacko, 10,000 Equity Shares to
Aluvile Kavitha Geevarghese, 10,000 Equity Shares to Jiji Joseph, 7,000 Equity Shares to Usha, 28,000
Equity Shares to Valsamma Varghese, 6,000 Equity Shares to Amal A, 6,000 Equity Shares to Edwin Biju
Mathai, 10,000 Equity Shares to Thomas K C, 6,000 Equity Shares to Shany Anet A, 20,000 Equity Shares to
Aleyamma M Vadake, 8,000 Equity Shares to Paul Peter Malakeel, 6,000 Equity Shares to Radhakrishnan J,
6,000 Equity Shares to Ponnattu Mathai George, 8,000 Equity Shares to Annakutty Varghese, 6,000 Equity
Shares to Lilly Mathai, 6,000 Equity Shares to Susy Paul, 10,000 Equity Shares to Neena Antony, 24,000
Equity Shares to Edapylavan Varkey Thomas, 15,000 Equity Shares to Sunil George K B, 8,400 Equity Shares
to Krupa Noble P Thomas, 38,000 Equity Shares to M D Paulose, 10,000 Equity Shares to Gnanaseelan
Joshua, 24,000 Equity Shares to Thankamma Varghese, 6,000 Equity Shares to Rebecca Abraham, 8,000
Equity Shares to Rosamma Thottuvelil Sebastian, 6,000 Equity Shares to Sabu Jacob Vadakkadom, 6,000
Equity Shares to Sheeladevi, 6,000 Equity Shares to Sathikumary N R, 6,000 Equity Shares to Sony R R, 6,000
Equity Shares to Pushpa George, 10,000 Equity Shares to Laly Kurian, 12,000 Equity Shares to Ramani
John, 20,000 Equity Shares to Jessy Cherian, 10,000 Equity Shares to K V George, 14,000 Equity Shares To
Gil George, 6,000 Equity Shares to Aswin S Palappillil, 6,000 Equity Shares to Kuriakose Palappillil Varkey,
6,000 Equity Shares to Sabu Kurian, 22,000 Equity Shares to Georgie Alexander, 16,000 Equity Shares to
Sankara Pillai, 6,000 Equity Shares to Sasikumar N K, 10,000 Equity Shares to Harikumar D, 6,000 Equity
Shares to Shajimon P V, 12,000 Equity Shares to Renjitha Raj T P, 7,500 Equity Shares to Goldy R Nath,
10,000 Equity Shares to Thomaskutty M, 6,000 Equity Shares to Sarojini Kesavan , 6,000 Equity Shares to
Mavelil Joshua Koshy, 6,000 Equity Shares to Chacko Abraham, 7,000 Equity Shares to Chinnamma Aniyan
Kunju, 7,000 Equity Shares to Aniyankunju Kunjappy, 6,000 Equity Shares to Lovely Babu, 10,000 Equity
Shares to Moncy Cheriyan, 18,000 Equity Shares to Lizyamma Varghese, 27,400 Equity Shares to Abraham
George, 6,000 Equity Shares to Suja Johns, 6,000 Equity Shares to Chandralekha, 10,000 Equity Shares to
Jyothi S, 6,000 Equity Shares to Annamma K Vaidyan, 6,000 Equity Shares to Saramma George, 50,000
Equity Shares to Ramani Bhasi, 8,000 Equity Shares to Jobin Mathew Kuthoor, 6,000 Equity Shares to
Punneliparambil Paul Davies, 15,000 Equity Shares to Lakshmi Unnikrishnan, 10,000 Equity Shares to Lali
Bharathan, 6,000 Equity Shares to Saranya Kallayil Sankaranarayanan, 6,000 Equity Shares to Rosamma,
6,000 Equity Shares to Agnous Augustine, 6,000 Equity Shares to Joseph John, 7,000 Equity Shares to
Sunnichan T S, 20,000 Equity Shares to Jose Cherian, 6,000 Equity Shares to Geetha Madhu, 6,000 Equity
Shares to Sunitha, 13,000 Equity Shares to Aleyamma K K, 6,000 Equity Shares to George Varghese, 6,000
Equity Shares to Kuttan Pillai Sasidharan Nair, 6,000 Equity Shares to Alexander, 12,000 Equity Shares to
Sandhya Thomas, 10,000 Equity Shares to Koshy Mathew, 6,000 Equity Shares to Sherly Joys, 6,000 Equity
Shares to Gopalakrishnan Nair, 36,000 Equity Shares to Sabu John, 6,000 Equity Shares to Kunjukutty
Thankachan, 6,000 Equity Shares to Mariyamma Varghese, 10,000 Equity Shares to Leny John, 6,000 Equity
Shares to Philip George, 6,000 Equity Shares to Shoma Anie Mammen, 20,000 Equity Shares to Celine M D
, 18,000 Equity Shares to Thekkeppat Sankarankutty, 8,000 Equity Shares to Preethy Gil, 12,000 Equity
Shares to C P Thomas, 6,000 Equity Shares to Molly Joy, 10,000 Equity Shares to O C Varghese, 8,000

61
Equity Shares to Vineeth Varghese Joy, 12,000 Equity Shares to Raju, 20,000 Equity Shares to Pothanalil
Padmanabhan Vijayan, 20,000 Equity Shares to Sobhana Vijayan, 6,000 Equity Shares to Hebu Ismail
Dileep, 6,000 Equity Shares to Celine Kuriala, 10,000 Equity Shares to Lonappan Alappat Pauly, 6,000
Equity Shares to Roshmi Jestine Erumakkattuparambil, 7,000 Equity Shares to Bincy Liju, 10,000 Equity
Shares to Vijayalakshmi P, 10,000 Equity Shares to Vilasini Aravindan, 6,000 Equity Shares to Antony L
Kakkassery, 7,000 Equity Shares to Laila, 16,000 Equity Shares to Mahalakshmi Vadakkeodath, 10,000
Equity Shares to Cherian Joseph, 30,000 Equity Shares to Marykutty Cherian, 8,000 Equity Shares To Anoop
Kunnathully, 7,000 Equity Shares to K D Mary, 6,000 Equity Shares to Joshimol S, 6,000 Equity Shares to
Abraham T Mathew, 6,000 Equity Shares to Georgekutty Mathew, 7,000 Equity Shares to Joy Madathettu
Chettayil Chacko, 9,000 Equity Shares to Nishamol K Thomas, 8,000 Equity Shares to Binoy Augustine, 6,000
Equity Shares to Sebastian K K, 6,000 Equity Shares to Mariamma M M, 20,000 Equity Shares to Aleyamma
Abraham, 32,000 Equity Shares to Jimmy Joseph, 10,000 Equity Shares to Lizy Oppoottil Chacko, 13,000
Equity Shares to Reeny Joe, 6,000 Equity Shares to Krishna Kumar K.P, 6,000 Equity Shares to Mary Molly
M A, 15,000 Equity Shares to Sahadevan, 16,000 Equity Shares to Leelamma Johny, 8,000 Equity Shares to
Prasad Vaidyan P K, 16,000 Equity Shares to Devayani, 6,000 Equity Shares to Balakrishna Panicker L P,
15,000 Equity Shares to Ambika, 6,000 Equity Shares to G Sudha, 6,000 Equity Shares to Baby Stephan,
10,000 Equity Shares to Ajesh Kurian,8000 Equity Shares to Devadasa Pai T M, 6,000 Equity Shares to Ani
Joseph, 10,000 Equity Shares to Babu P Varghese, 6,000 Equity Shares to Annie Jacob, 20,000 Equity Shares
to Shelmi Kandathil Joseph, 6,000 Equity Shares to Piouskutty Jose, 18,000 Equity Shares to Baby John,
6,000 Equity Shares to Shiny Baby, 25,000 Equity Shares to Annamma Abraham, 6,000 Equity Shares to
Thomas P T, 8,000 Equity Shares to Basanth Thomas, 8,000 Equity Shares to John Eapen, 12,000 Equity
Shares to Saly Rajan Vellappallil, 6,000 Equity Shares to Bincy Joseph , 6,000 Equity Shares to Paul V O,
6,000 Equity Shares to Ramesh R Nair, 6,000 Equity Shares to Bindhumol R, 8,000 Equity Shares to Ann
Treesa Joshy, 8,000 Equity Shares to Jommy Mathew, 16,000 Equity Shares to Jinu Mathew, 6,000 Equity
Shares to Smithamol C A, 6,000 Equity Shares to Ruby K Thomas, 6,000 Equity Shares to Raju Joseph, 6,000
Equity Shares to Thomas K, 10,000 Equity Shares to Paul Jose Mathew, 6,000 Equity Shares to Babychen
Manuel, 6,000 Equity Shares to Thomas Mathew, 8,000 Equity Shares to Vincy Wilson, 6,000 Equity Shares
to Jolly Stephen, 6,000 Equity Shares to Reji Abraham, 10,000 Equity Shares to Joly Jose, 6,000 Equity
Shares to Linse K A, 6,000 Equity Shares to K A Polson , 10,000 Equity Shares to Jose Kannampilly Antony,
10,000 Equity Shares to Ranganadhan M T, 6,000 Equity Shares to Annmaria Puthur Johnson, 10,000 Equity
Shares to Lonappan T J, 10,000 Equity Shares to Mary P V, 13,000 Equity Shares to Lisna Anto, 6,000 Equity
Shares to Lucy, 6,000 Equity Shares to Thottan Varghese Vincent, 6,000 Equity Shares to Ancy Reegan, 6,000
Equity Shares to Leemol Tito, 6,000 Equity Shares to Mary Anto T, 6,000 Equity Shares to Thankappan,
8,000 Equity Shares to Shyama Ashim, 6,000 Equity Shares to Joy John, 10,000 Equity Shares to Annamma
Joseph, 6,000 Equity Shares to Mariamma Babu, 6,000 Equity Shares to Sherin John, 20,000 Equity Shares
to Dasan M Jorge, 10,000 Equity Shares to Devassy C I, 6,000 Equity Shares to Pathrose Kakkattil
Kuruvilakuriako, 6,000 Equity Shares to Sheeja P C, 6,000 Equity Shares to Antony Pullattu Antony, 6,000
Equity Shares to Jayakumar T K, 6,000 Equity Shares to Remya V Nair, 20,000 Equity Shares to Jameela,
6,000 Equity Shares to Anil Joseph, 10,000 Equity Shares to Neal George, 6,000 Equity Shares to Aisha,
18,000 Equity Shares to Sunny Thomas, 6,000 Equity Shares to Unnikrishnan Namboothiri A N, 6,000 Equity
Shares to Madhu Sudanan Namboothiri, 6.000 Equity Shares to P Radhamma, 6,000 Equity Shares to Sherly
Mathew, 6,000 Equity Shares to Jessy Francis, 10,000 Equity Shares to Indira M R, 9,000 Equity Shares to
Molly Moncy, 6,000 Equity Shares to Shirly Paul, 20,000 Equity Shares to Merin Thomas, 10,000 Equity
Shares to Subaida Haleem, 44,000 Equity Shares to Fr Issac M I, 39,000 Equity Shares to Antreesa Paul,
9,000 Equity Shares to Moncy Vavachan, 6,000 Equity Shares to Aleyamma Kuriakose, 40,000 Equity Shares
to Thomas Mathai, 6,000 Equity Shares to Leenamma Francis, 6,000 Equity Shares to Chinchu Varghese,
10,000 Equity Shares to Thankamma Peter, 6,000 Equity Shares to Sarala M, 12,000 Equity Shares to Sania
Varghese, 6,000 Equity Shares to Baldwin, 6,000 Equity Shares to Ammini, 8,000 Equity Shares to Sneha
Prabha Rajamma, 10,000 Equity Shares to Arianne Joseph, 6,000 Equity Shares to Sandhya J S, 20,000
Equity Shares to Morji John, 6,000 Equity Shares to Rushendraprabha, 8,000 Equity Shares to Thomas
Jacob, 6,000 Equity Shares to Daisy Sebastian, 10,000 Equity Shares to Lisy Sebastian, 8,000 Equity Shares
to Varghese V G, 10,000 Equity Shares to Jose Joseph, 6,000 Equity Shares to Dileep Vattaparambil
Subramanian, 10,000 Equity Shares to Bejoy Paul, 6,000 Equity Shares to Vadassery Poulose An to, 6,000
Equity Shares to C D Mercy, 9,600 Equity Shares to Tharayil Mohan Pooja, 6,000 Equity Shares to Toms V
L, 10,000 Equity Shares to Sivaprasad V R, 6,000 Equity Shares to Liviya Vincent Pulikkottil, 12,000 Equity
Shares to V S Leela .,10000 Equity Shares to Phina Thomas, 6,000 Equity Shares to Subhadramma Janaki
Amma, 8,500 Equity Shares to Annamma Idicula, 10,000 Equity Shares to Daniel Mathai, 6,000 Equity
Shares to Samuel Mathai, 11,400 Equity Shares to Mary Thomas, 10,000 Equity Shares to Lissy Thomas,
6,000 Equity Shares to Rajesh K, 20,000 Equity Shares to Shiny Sajan, 6,000 Equity Shares to Daniel P D,
6,000 Equity Shares to Shainy Samuel, 10,000 Equity Shares to Jiju John .

62
6) Allotment of 16667 Equity Shares to Sony John, 10000 Equity Shares to Vijaya Kumar K ,13334 Equity
Shares to Abraham P J ,10000 Equity Shares to Anilkumar P ,5000 Equity Shares to Paulose K P ,5000
Equity Shares to Joseph K O ,5000 Equity Shares to Saurav Somanath ,5000 Equity Shares to Meenu
Chandran ,5000 Equity Shares to K P Kesavan ,5000 Equity Shares to Reeba Saju ,5000 Equity Shares to
Varghese P O ,5000 Equity Shares to Sherly M M ,5000 Equity Shares to Jeeji T S ,9000 Equity Shares to
Leelamma Joseph Sibichan ,10000 Equity Shares to Joseph Sibichan ,18000 Equity Shares to Reena
Philipose ,15000 Equity Shares to K V Varghese ,5000 Equity Shares to Jerome Santhosh Nambadan ,8500
Equity Shares to Thomas K A ,5000 Equity Shares to Jayakrishnan S ,5000 Equity Shares to Jayan Rajan
,8334 Equity Shares to Keerickal Geevarghese Chacko ,5000 Equity Shares to Jacob Varughese Mepurathu
,25000 Equity Shares to Shantha Chandy ,5835 Equity Shares to Sowmya Jose P ,5000 Equity Shares to
Sebastian Denny Kuriakose ,8335 Equity Shares to Joel Jose ,5000 Equity Shares to Manikandan K R ,16668
Equity Shares to Sajan Thomas ,5000 Equity Shares to R Ayyappan ,8500 Equity Shares to Mary Thomas
,5000 Equity Shares to Jose Shelby ,5000 Equity Shares to Pallipuram Job Jos ,6667 Equity Shares to
Shentiraj S S ,5000 Equity Shares to Anoop Chandrasekharan Nair ,6700 Equity Shares to Thomas Varghese,
8350 Equity Shares to Vivek Zachariah Stephen, 6000 Equity Shares to Chandramathy. ,17500 Equity Shares
to Annamma Solomon ,5000 Equity Shares to Sheena Abraham . ,8334 Equity Shares to M John Easaw ,5000
Equity Shares to Sreelekha ,11670 Equity Shares to Neseela , 6700 Equity Shares to Tom Varghese ,25000
Equity Shares to Santha George .,14250 Equity Shares to Augusthy James ,34925 Equity Shares to Aleyamma
M Vadakel ,5000 Equity Shares to Cini P Mathew ,16667 Equity Shares to Mohamed Abdul Haleem P M
,8334 Equity Shares to Subaida Haleem ,8350 Equity Shares to Joppan D ,5000 Equity Shares to Sherly Roy
,5000 Equity Shares to Alice Babu ,5000 Equity Shares to Chackochan K ,5000 Equity Shares to Rajan
Mathew ,15000 Equity Shares to Shibu Gopalan ,17500 Equity Shares to Elsamma Mathew ,8335 Equity
Shares to Bhuvanachandran ,5000 Equity Shares to Bhaskaran Somarajan ,6667 Equity Shares to Daisy Raju
,5000 Equity Shares to Santhamma Scaria ,5000 Equity Shares to Geetha Kochumon ,8250 Equity Shares to
Usha Sukumaran ,24150 Equity Shares to Radha Kuruppuparambil Thundan ,10000 Equity Shares to Fr
Seby Chittilappilly ,8500 Equity Shares to T K Ignatious ,5000 Equity Shares to Davis Antony ,8333 Equity
Shares to Jose Thomas Chakkalakkal ,5000 Equity Shares to Vadassery Poulose Anto ,10000 Equity Shares
to Mathews K Jacob ,5000 Equity Shares to Joseph K I ,5000 Equity Shares to Jessy Joseph ,10000 Equity
Shares to Sankarawarrier Prasannakumari ,5000 Equity Shares to Chandrika Babu ,8000 Equity Shares to
Chellappan Haridas ,13400 Equity Shares to Annakutty Varghese ,5000 Equity Shares to Jessy Jacob ,16667
Equity Shares to Eapen Varughese ,8334 Equity Shares to Annamma Thomas ,16667 Equity Shares to Mercy
Tom ,8335 Equity Shares to Mathew M T ,5000 Equity Shares to Sreekiran M ,5000 Equity Shares to
Rajamma Bharathy ,33500 Equity Shares to Ambily Mariamma Thankachan ,6700 Equity Shares to Varghese
Thomas ,5000 Equity Shares to Sujatha Kumari ,5000 Equity Shares to Jessymol ,8500 Equity Shares to
Indira Ramachandran Pillai ,7000 Equity Shares to Bindu S Babu ,8335 Equity Shares to Seethalekshmi R
,5000 Equity Shares to Zeenath Ali Bamadeen ,10000 Equity Shares to K J Simon ,5000 Equity Shares to
Moli Simon ,5000 Equity Shares to Mariamma Mathew ,7000 Equity Shares to P M Daniel ,11750 Equity
Shares to Susan Jose ,5000 Equity Shares to Abraham Varghese ,25000 Equity Shares to Muraleedharan G
,10000 Equity Shares to Daniel Varghese ,5000 Equity Shares to Ransa Beebi ,8334 Equity Shares to Mercy
Shaju C ,8334 Equity Shares to Elavathingal Anthony George ,5750 Equity Shares to Joy ,5000 Equity Shares
to Parameswaran Thampi Muralidharan Nair ,41750 Equity Shares to Eugene Simon ,5000 Equity Shares to
Rajalekshmi Sivaraman ,9000 Equity Shares to Minimol S R ,6667 Equity Shares to Jose P T ,8000 Equity
Shares to Lethakumari M ,5000 Equity Shares to Joseph Ulahannan Mamala ,5000 Equity Shares to Remzine
Dennis Mendez ,16700 Equity Shares to Jayalal R S ,8334 Equity Shares to Valsala ,5000 Equity Shares to
Kamalasanan C R ,5000 Equity Shares to Davis John Chiramel ,5000 Equity Shares to Podiyan ,8500 Equity
Shares to John Mathew ,10850 Equity Shares to Surya ,33000 Equity Shares to Jiji Jose ,5000 Equity Shares
to Retnamma K ,8335 Equity Shares to Gopikrishnan Gopalakrishna Pillai ,5000 Equity Shares to Samuel
Koshy Joseph ,15000 Equity Shares to Aleyamma Samuel ,16675 Equity Shares to Emily Anne Jerry ,5000
Equity Shares to Sosamma Oommen ,6667 Equity Shares to John Kunjappan Puthenparambil ,6667 Equity
Shares to Shylaja Sudheesh ,8334 Equity Shares to Chinnamma Thomas ,15000 Equity Shares to Raju ,5000
Equity Shares to Thekkeppat Sankarankutty ,5000 Equity Shares to Devayani ,20000 Equity Shares to Sherly
Abraham ,10000 Equity Shares to Rocky Edappulavan Joseph ,16665 Equity Shares to Saramma Aleyas
,5000 Equity Shares to Chembanal Easo Aleyamma ,8334 Equity Shares to Thambi Vadakkedathu Varghese
,5000 Equity Shares to Riyamol ,16667 Equity Shares to Jimmichan C A ,5000 Equity Shares to Sandhya
Rani K J ,8500 Equity Shares to Laiju K R ,8500 Equity Shares to Rincy Sunil ,7000 Equity Shares to Alias
Kollethu Chummar ,5584 Equity Shares to Molly John ,16667 Equity Shares to Elsamma Scaria ,9167 Equity
Shares to Leelamma George Olikara ,5000 Equity Shares to Joshimol S ,66667 Equity Shares to K A Joseph
,15000 Equity Shares to Sajan Paul ,5000 Equity Shares to Manjaly Kunjuvareed Jose ,11000 Equity Shares
to Muraleedharan N ,6667 Equity Shares to Usha Kumary Sadasivan ,5000 Equity Shares to George K A
,5000 Equity Shares to Thresiamma Tom ,8335 Equity Shares to Beno John ,5000 Equity Shares to Ritamma

63
Mathew ,30000 Equity Shares to George P G ,12000 Equity Shares to Mariamma Babu ,13500 Equity Shares
to Babu Matheth Idicula ,5000 Equity Shares to Johncy Elsa John ,13500 Equity Shares to Mariamma
Pallattusseril John ,5850 Equity Shares to C D David ,5050 Equity Shares to Alexander Moolamuriyil
Thomas ,7500 Equity Shares to George ,5000 Equity Shares to Jacob Varghese ,6000 Equity Shares to
Susamma Kuranjoor Abraham ,8350 Equity Shares to Jayasree ,8334 Equity Shares to Jigi Joseph ,5000
Equity Shares to Aleyamma Thomas ,5000 Equity Shares to Shinu Annie Itty ,33334 Equity Shares to Thomas
Chacko ,16667 Equity Shares to Thresyamma Thomas ,5000 Equity Shares to Wilson Rajaian ,5000 Equity
Shares to Madhavan Pillai Subramonia Pillai ,10000 Equity Shares to Viji Baby ,5000 Equity Shares to
Sheena R N ,14200 Equity Shares to Sheela Thomas ,18000 Equity Shares to Suma Jose ,5000 Equity Shares
to Jose K Samuel ,5000 Equity Shares to Varughese Samuel ,5000 Equity Shares to Ajaynath R ,5000 Equity
Shares to Rajesh R ,5000 Equity Shares to Seetha Lakshmiyamma ,5000 Equity Shares to C T Koshy ,5000
Equity Shares to Mathew ,5000 Equity Shares to K G Johnson ,5000 Equity Shares to Rosamma Daniel ,5000
Equity Shares to Abraham C P ,5000 Equity Shares to Manojkumar V ,6667 Equity Shares to Smitha Joyis
,5000 Equity Shares to Annamma Varghese ,5000 Equity Shares to Philip V George ,5000 Equity Shares to
Bincy Varghese ,5000 Equity Shares to Janiffer Mendez ,5000 Equity Shares to Radhakrishnan
Kunjupanicker ,5000 Equity Shares to Elezabath B ,5000 Equity Shares to Sibi Joseph ,8334 Equity Shares
to Agnous Augustine ,5000 Equity Shares to Lukose Joseph ,5000 Equity Shares to Joyal Sebastian ,5000
Equity Shares to Anate Mary Augustin ,5834 Equity Shares to Abraham K M ,8334 Equity Shares to Molly
John ,8334 Equity Shares to Delphi Antony ,5000 Equity Shares to Lonappan T J ,5000 Equity Shares to
Mary P V ,5000 Equity Shares to Renjith Rajagopalan Kuruvath ,5000 Equity Shares to Kallakkavumkal
Kurien Chacko ,5000 Equity Shares to Devassy P C ,10834 Equity Shares to Jainy George ,5000 Equity
Shares to Mathai K K ,6667 Equity Shares to V K Raveendran ,18700 Equity Shares to Mary Paul ,18750
Equity Shares to Gracy Isaac ,6667 Equity Shares to Chinnama Skaria ,5000 Equity Shares to Sunil Kumar
K ,5000 Equity Shares to Anil Kumar Mani ,5000 Equity Shares to Vijayalakshmi ,5000 Equity Shares to
Michelle Roy Kannanthanam ,10000 Equity Shares to Shajimon Athakadu Cherian ,5000 Equity Shares to
Mercy Jose ,5000 Equity Shares to Rani George Vadukkut ,5000 Equity Shares to Baji K K ,11666 Equity
Shares to Yacob Panengadan Antony ,5000 Equity Shares to Rekha Varghese ,8333 Equity Shares to Mary
Christina ,5000 Equity Shares to P B Prabhakaran ,6000 Equity Shares to Palathingal John Lisa ,11667
Equity Shares to Ginu Cherian ,5000 Equity Shares to Deepa Chacko ,5000 Equity Shares to Sobhana
Ammini ,5000 Equity Shares to Shelji ,16667 Equity Shares to Prasad Skariah ,5000 Equity Shares to Vincent
Cherukara Philip ,5335 Equity Shares to Smitha Luke ,8334 Equity Shares to Thressiamma Joseph ,6670
Equity Shares to Roy Suresh ,16667 Equity Shares to Vijayalakshmi Amma P ,7500 Equity Shares to Roy
Chacko ,9500 Equity Shares to Thankachan Gheevarghese ,5000 Equity Shares to Johnson Vergis ,8334
Equity Shares to Krishnapriya S. ,8250 Equity Shares to Rosamma John ,8350 Equity Shares to Anila
Thankachan ,5000 Equity Shares to Aleyamma Simon ,10000 Equity Shares to Jayamol Unnoonni ,9000
Equity Shares to T Y Easo ,5000 Equity Shares to Samuel P T ,10000 Equity Shares to Mathew T K ,14000
Equity Shares to Ken Suresh ,5000 Equity Shares to Mariamma T T ,5000 Equity Shares to Joice Thomas
,5000 Equity Shares to Remya K S ,5000 Equity Shares to Suseela ,5000 Equity Shares to Anjana Saseendra
Kurup ,5000 Equity Shares to Dominic C Mundackal ,5000 Equity Shares to Sonu C Thomas ,6670 Equity
Shares to Annamma Varghese ,5000 Equity Shares to Renu George ,7000 Equity Shares to Annie Thevareth
Abraham ,8334 Equity Shares to Ammini Mathai ,5850 Equity Shares to Prasannakumari ,5000 Equity
Shares to Susan Thomas Joseph ,5000 Equity Shares to Geetha S ,5000 Equity Shares to Omana Unnithan
,8334 Equity Shares to Abraham Vaidyan ,8334 Equity Shares to Gil George ,5000 Equity Shares to K Y
Mathai ,8334 Equity Shares to Philip John ,8334 Equity Shares to Molly Philip ,8334 Equity Shares to
Kunjammini ,25000 Equity Shares to Elsamma Abraham ,5000 Equity Shares to Gracamma Kuruvila ,20000
Equity Shares to Elsamma Kavithala Joseph ,5000 Equity Shares to Philip Mathew ,6000 Equity Shares to
Sujatha P ,5500 Equity Shares to Ramakrishnan ,8550 Equity Shares to Renu Kunjumon ,43338 Equity
Shares to Janardana Madhavapanicker Kurup ,16669 Equity Shares to Sonia Suresh ,10000 Equity Shares
to Alan Abey Thomas ,5000 Equity Shares to Ushadevi Mathoor Saraladevi ,5000 Equity Shares to Joseph
Mathew ,5000 Equity Shares to Seeja Jacob ,5000 Equity Shares to Sumam George ,5000 Equity Shares to
Philip K C ,21500 Equity Shares to K G Kunjumon ,10000 Equity Shares to K E Jacob ,5000 Equity Shares
to Vidyasagar G ,5000 Equity Shares to Antony Thomas ,5000 Equity Shares to Ancy Susan George ,5000
Equity Shares to Prijith Varghese Mathew ,5000 Equity Shares to Thresiamma Antony ,8335 Equity Shares
to Priya K ,5000 Equity Shares to Liya Shibu ,5000 Equity Shares to Susan Samuel Thomas ,5000 Equity
Shares to Molamma Jacob ,5000 Equity Shares to Thomas Varughese ,5000 Equity Shares to Sheeladevi
,5000 Equity Shares to Abraham Kottoorethu George ,5000 Equity Shares to Anandavally Vijayan Pillai
,5000 Equity Shares to Biju Divakaran ,5000 Equity Shares to Santhakumari Amma Thankamma Pillai ,5000
Equity Shares to Gracy Simson T ,15000 Equity Shares to Madhu Unnikrishnan Nair ,11250 Equity Shares
to Valsamma James ,8334 Equity Shares to Mini Joseph ,5000 Equity Shares to Shinod Kakkassery Varghese
,41500 Equity Shares to Peter Jerome ,5000 Equity Shares to Leena Rani L ,5000 Equity Shares to Rosy

64
Mathew ,7000 Equity Shares to Aliyamma Baby ,6000 Equity Shares to Benson Baby ,6000 Equity Shares to
Bosky Baby ,5000 Equity Shares to Saby K Joy ,8334 Equity Shares to T Lekhakumari Amma ,5000 Equity
Shares to Sujin Varghese Mappila ,6700 Equity Shares to Rajendran Pillai M ,15000 Equity Shares to
Chandrika Janardan Kurup ,5000 Equity Shares to Jose Joseph ,6667 Equity Shares to George T Philip
,10850 Equity Shares to Mary Thomas ,5000 Equity Shares to V R Rajendra Karnavar ,5000 Equity Shares
to Jose George ,5000 Equity Shares to Sasidharan Nair ,5000 Equity Shares to Shimon Shibu Puthukkattu
,5000 Equity Shares to John Abraham Anjilimoottill ,5000 Equity Shares to Arundathi Bai K ,5000 Equity
Shares to Leelamma Thomas ,5000 Equity Shares to Baby ,6667 Equity Shares to Micky Chacko ,16678
Equity Shares to Sainudeen P U ,5000 Equity Shares to Mini Simon ,5000 Equity Shares to Abraham C G
,8335 Equity Shares to Sreeja R ,8335 Equity Shares to Rajan Chellappan ,15000 Equity Shares to Parvathy
K R ,5000 Equity Shares to Karappanveettil Mohammed Naseer ,5000 Equity Shares to Smitha Marylyn
Thomas ,5001 Equity Shares to Prastheena Pathrose ,5250 Equity Shares to Britto John Paul ,16700 Equity
Shares to Indulekha V ,7500 Equity Shares to K C Joy ,10000 Equity Shares to George Varghese ,5000 Equity
Shares to Sabu Jacob ,7500 Equity Shares to Philip Jacob ,10834 Equity Shares to Anju Joseph ,10000 Equity
Shares to Idicula Kurian ,7500 Equity Shares to Ria Jose ,5000 Equity Shares to Augusthy Pulickeel Kurian
,10000 Equity Shares to K M Joseph ,5000 Equity Shares to Joseph Paily ,5000 Equity Shares to Jose P O
,14168 Equity Shares to Molly Jacob ,5000 Equity Shares to Sipin Elizabeth Paul ,5000 Equity Shares to
Varghese V M ,5000 Equity Shares to Minishony ,16667 Equity Shares to Loviji Geofry ,5000 Equity Shares
to Shajan Thomas ,16667 Equity Shares to Giju Thomas ,8334 Equity Shares to Nestin Balu Edappattu ,5000
Equity Shares to K V George ,8300 Equity Shares to Susan Varghese ,15000 Equity Shares to Santhosh K N
,10000 Equity Shares to Rajankutty G ,5000 Equity Shares to Gopakumar T R ,16700 Equity Shares to
Geethamony Prabakaran Pillai ,16700 Equity Shares to Sukumara Pillai Kuttan Pillai ,5000 Equity Shares
to Thara Parvathy Amma ,5000 Equity Shares to Shyni M T ,5000 Equity Shares to Bino K John ,5000 Equity
Shares to Lucy Tania Cabral ,8334 Equity Shares to Ramachandran Padmanabha Pillai ,5000 Equity Shares
to Stephen Joseph Pulickakudyil ,5000 Equity Shares to Korathu Paul ,5000 Equity Shares to Godly Varghese
,5000 Equity Shares to Susan Mathew P ,5000 Equity Shares to Benny Peringattu Varghese ,10000 Equity
Shares to Devadasa Pai T M ,5000 Equity Shares to Ettiekkat Mathew Alamma ,16675 Equity Shares to Jean
Pappachen Jaimson ,5000 Equity Shares to Eizabeth Thomas ,8334 Equity Shares to Mini Jacob ,8334 Equity
Shares to Manju Shanavas ,5000 Equity Shares to Gracyamma Thomas ,13334 Equity Shares to Mohanan
Nair ,8335 Equity Shares to Ramani Rajan ,5000 Equity Shares to Vijayamma Hari Kumar ,5000 Equity
Shares to Sreedevika S ,6250 Equity Shares to Thomas Sebastian ,5000 Equity Shares to Mathew Pothen
,5000 Equity Shares to Annamma Thomas ,10000 Equity Shares to John P J ,10000 Equity Shares to
Annamma Joseph ,41667 Equity Shares to K S Joseph ,5000 Equity Shares to Aravindakshan Nair ,8334
Equity Shares to Rebin Geo Kurian ,5000 Equity Shares to Kuruvila Puthenchirayil James ,8334 Equity
Shares to Job T J ,5000 Equity Shares to Shinu Packarampel Thoma. ,7085 Equity Shares to Angel Jenson
,8335 Equity Shares to Baby Michel ,5000 Equity Shares to Steby Babu ,25001 Equity Shares to Leelamma
Poulose ,8335 Equity Shares to Sarakutty Mathai ,8334 Equity Shares to Kattumangatt Paulose Baby ,5000
Equity Shares to Hema V ,5000 Equity Shares to Paul Abraham ,6667 Equity Shares to Mary Thomas ,5000
Equity Shares to Shony Francis Kavalakat ,5000 Equity Shares to Mangan Chacko Joseph ,5000 Equity
Shares to Steephen P P ,6000 Equity Shares to Thomas A N J ,17000 Equity Shares to C D Jose ,5000 Equity
Shares to Ammanamveetil Saidmohamed Beena ,10000 Equity Shares to Sona S ,17000 Equity Shares to Elsie
Jose, 10,000 Equity Shares to Poruthoor Francis Johny ,5000 Equity Shares to Sibin J Poruthoor ,6667
Equity Shares to Alice Johny ,8334 Equity Shares to Rasmi John ,5000 Equity Shares to Jose K R ,5000
Equity Shares to Marath Velayudhan Sajee ,5000 Equity Shares to Sulaiman P A ,5000 Equity Shares to
Ajitha C, 16500 Equity Shares to Baby John ,16500 Equity Shares to Shiny Baby,5000 Equity Shares to
Sumathykutty ,5000 Equity Shares to P C Cherian ,5000 Equity Shares to Radhika Pradeep ,5834 Equity
Shares to Lekha ,5000 Equity Shares to Lalitha K G ,7500 Equity Shares to Kochurani George ,6700 Equity
Shares to Susamma Kurian ,8334 Equity Shares to Bobby Jacob ,6667 Equity Shares to P M Joseph ,5000
Equity Shares to Jimmy Joseph ,5000 Equity Shares to Aneeshkumar P K ,5000 Equity Shares to P V Joshua
,8334 Equity Shares to George Alexander ,8350 Equity Shares to Sujith Soman Pillai ,6670 Equity Shares to
Suby Mary Easo ,5000 Equity Shares to Manju Janardhanan ,5000 Equity Shares to Remani Mathew ,8000
Equity Shares to Baby V M ,5000 Equity Shares to Mini Mithralayam Thankamma ,10000 Equity Shares to
Tixy K Joseph ,5000 Equity Shares to Omana Amma G ,5000 Equity Shares to Wilson Daniel ,10000 Equity
Shares to Dasan M Jorg. ,5250 Equity Shares to Sheela Davis ,25850 Equity Shares to Jose Cherian ,7500
Equity Shares to Aleyamma John ,5000 Equity Shares to Elizabeth John ,5000 Equity Shares to Pathrose A
C,

65
4. Statement of the aggregate number of securities of our Company purchased or sold by the promoter group and by and by our Directors and their relatives within the six months immediately preceding
the date of filing this Prospectus:

None of the Directors of our Company including their relatives as defined under Section 2(77) of the Companies Act, 2013 and the Promoter/Promoter Group of our Company have undertaken purchase and/or sale of
the securities of our Company during the preceding 6 (six) months from the date of this Prospectus.

5. Shareholing pattern

The following table sets forth the shareholding pattern of our Company as on last quarter end i.e., June 30, 2024:

Catego Category Number of No. of No. No. of Total nos. Shareholdi Number of voting rights held in No of Shareholdi Number of Number of Number of
ry of Sharehold fully paid of shares shares ng as a % each class of securities (IX) underlyin ng as a % locked in Shares Equity
(I) Sharehol ers (III) up Equity partl underlyi held (VII) of total g assuming shares pledged or Shares held
der (II) Shares y ng = (IV) + nos. of outstandi full (XII) otherwise in
Held paid- deposito (V) + (VI) shares ng conversion encumbere demateriali
(IV) up ry (calculated convertib of d (XIII) sed form
Equit receipt as per le convertibl (XIV)
y (VI) SCRR, securities e securities
Shar 1957) (X) (as a
es (VIII) As a No of Voting Rights percentage N As a N As a
held % of of diluted o. % of o. % of
(V) (A+B+C2) share (a) total (a) total
capital) Shar Shar
(XI) = es es
(VII) + (X) held held
As a % of (b) (b)
(A+B+C2
Class- Total Total as
Equity a % of
(A+B+C
+)
(A) Promoter 8 19,47,26,5 0 0 19,47,26,5 86.16 19,47,26,5 19,47,26,5 86.16 0 0 0 0 19,47,26,55
and 57 57 57 57 7
Promoter
Group
(B) Public 2276 3,12,80,38 0 0 3,12,80,38 13.84 3,12,80,38 3,12,80,38 13.84 0 0 0 0 3,12,80,382
2 2 2 2
(C) Non- 0 0 0 0 0 0 0 0 0 0 0 0
Promoter
Non-
Public
(C1) Shares 0 0 0 0 0 0 0 0 0 0 0 0
underlyin
g DRs
(C2) Shares 0 0 0 0 0 0 0 0 0 0 0 0
held by
Employee
Trusts
66
Total (A+B+C) 2284 22,60,06,9 0 0 0 0 22,60,06,9 22,60,06,9 100 0 0 0 0 22,60,06,93
39 39 39 9

67
6. List of top ten holders of Equity Shares of our Company as on June 30, 2024 is as below:

Number of Total shareholding as %

Sr. Number of shares
Name of Shareholders Equity Shares of total no of Equity
No. in demat form
held Shares

1 Mathew Kosamattom Cherian 12,84,52,270 12,84,52,270 56.84

2 Kosamattam Ventures Private Limited 3,60,00,200 3,60,00,200 15.93
3 Laila Mathew 3,01,48,300 3,01,48,300 13.34
4 Cecily Thomas 1,50,625 1,50,625 0.07
5 K X Thomas 1,25,000 1,25,000 0.06
6 Sindhumol Nanappan 1,25,000 1,25,000 0.06
7 Sadanandan Sahadevan 1,03,125 1,03,125 0.05
8 Julius Koshy 1,02,500 1,02,500 0.05
9 Aleyamma M Vadakel 1,01,800 1,01,800 0.05
10 Saju Varghese John 93,850 93,850 0.04

7. List of top ten debenture holders of our Company as on June 30, 2024:

Unlisted privately placed secured redeemable non-convertible debentures:

Sr Name of Address Number of Face value per Amount (In ₹)

No Holders Instruments Debenture (In
Held ₹)
Sundaram Sundaram Finance Limited, No.21,
1 1500000 100.00 15,00,00,000.00
Finance Ltd Patullos Road, Chennai, PIN– 600 002
Nedumpaikulathu Veedu, Kundara,
2 Preethy Jose 2500 100.00 2,50,000.00
Kollam PIN 691501
Hanna Mariam Nedumpaikulathu Veedu, Kundara,
3 2500 100.00 2,50,000.00
Jose Kollam PIN 691501
Chittilappilly House, Near Society,
4 Jojo C Varghese 1400 100.00 1,40,000.00
Parappur, Thrissur 680552
Chittilappilly House, Near Society
5 CJ Varghese 1100 100 1,10,000.00
Parappur, Thissur, 680552
KK Sundarabhavan Puzhavathu,
6 500 100 50,000.00
Padmanabhan Changanacherru-686101

8. List of top ten unsecured, privately placed, non-convertible debenture holders of our Company as on
June 30, 2024:

Subordinated Debt

Sr Name of Address Number of Face value Amount (In ₹) Percentage of

No Holders Instruments per NCD holding
Held Debenture issued by the
(In ₹) issuer

1. Aleyam Chennekkattukalangamari,Kada
ma yiruppu,Kolenchery,Ernakulam, 50000 1,000.00 5,00,00,000.00
Jacob Pin-682311 16.102
2. Augusti
Alancherry,Kurichy,Malakunna
n 3600 1,000.00 36,00,000.00
m,Kottayam,686535
Dominic 1.159

68
 3. Preetha Ponnalayathu Prince
Susan Villa,Pallickal,Kattanam,,69050 3500 1,000.00 35,00,000.00
George 3 1.127
4. Pulinthara House,Thoppumpady
Saira
,Thoppumpady 3400 1,000.00 34,00,000.00
Vincent
,Ernakulam,682005 1.095
5. Tc 13/130-1,
Priyadas
Gaya,Kannammoola,Nalumukk
G
u 3200 1,000.00 32,00,000.00
Mangala
Road,Pettah,Trivandrum,69502
th
4 1.031
6. Ottakkattil House,KCM
Boben
Building , SH Mount, 3000 1,000.00 30,00,000.00
Thomas
Kottayam,686006 0.966
7. Rassia P Melukhan Parambil,Angadi,
3000 1,000.00 30,00,000.00
K Ranny,Pathanamthitta,,689674 0.966
8. Issac Thadeeparampil
Varghes Pylithanathu,Velloor,Pampady, 3000 1,000.00 30,00,000.00
e Kottayam,686501 0.966
9. Aleyam
Mandapathil,Ramapuram
ma
Bazar,Ramapuram,Kottayam,68 2800 1,000.00 28,00,000.00
Kuriako
6576
se 0.902
10. Punneliparambil House, Door
Hema No.39 ,Kundukulam
2800 1,000.00 28,00,000.00
George Road,Mannuthy,Thrissur,68065
1 0.902

Listed secured non-convertible debentures, issued vide public issue (on cumulative basis):

Percentage
Amount/
Face Value of NCD
Number of Face
Sr. Category of per holding
Name of holders Address instrument value of
No. Holder debenture issued by
s held holding
(In` ) the issuer
(In``)
(In%`)

Chennakkattu
Kalangamary,Nechuppad
am Kadayiruppu Po
1 Aleyamma Jacob Individual 82500 1000 82500000 0.39%
Aikaranad,North
Kolancherry,Ernakulam
Kerala,682311

1403/3 Shalom
Arcade,Floor No.5,
Terece Floor, Door No.
2 P P Yohannan Individual 27000 1000 27000000 0.13%
1,Near Hdfc Bank,
Kasavanahalli,Bengaluru
Karnataka,560035

Purayidathil,Athirampuzh
Thomas Purayidathil
3 Individual a,Athirampuzha,Kottayam 16943 1000 16943000 0.08%
Thomas
,,Kottayam Kerala,686562

Kanpadathil,Manjoor,Ma
4 Joseph Sebastian Individual 16544 1000 16544000 0.08%
njoor Kerala,686603

Palliyazhikathu
Veedu,Vettithitta P
5 Jubymon P M Individual 16250 1000 16250000 0.08%
O,Piravanthoor,Kollam
Kerala,689696

69
 Elengical House,Putheya
6 Joseph Simon E Individual Road,Kaloor,Ernakulam , 16000 1000 16000000 0.08%
Kerala,682017

S/O Late A P Karappu,A

82 Duggal Colony Devli
Bhaskaran Karuppu
7 Individual Road Khanpur,South 15000 1000 15000000 0.07%
Aynipully
Delhi,,New Delhi
Delhi,110062

Palliyil,Kandiyoor,Maveli
8 Ponnamma J Individual kara,Thattarambalam,Ala 14375 1000 14375000 0.07%
ppuzha Kerala,690103

X 11/810 12
739c,Elanjickal House,V
9 Sabeena Simon Individual S N L Road 13300 1000 13300000 0.06%
Kakkanad,Ernakulam
Kerala,682030

Kavanalil
House,Kavungumprayar
Maju Chacko
10 Individual P.O 12039 1000 12039000 0.06%
Mathew .
Puramattom,,Pathanamthi
tta Kerala,689543

Listed Unsecured non-convertible debenture, issued vide public issue:

Percentage
Amount
Face Value of NCD
Number of / Face
Sr. Category per holding
Name of holders Address instrument value of
No. of Holder debenture issued by
s held holding
(In` ) the issuer
(In``)
(In%`)

Corporate 3rd Floor,Bell Mouth

Monetary Kuries 1000000
1 Bldg,Round South,,Thrissur 10000 1000 0.47%
Private Ltd. 0
Kerala,680001

B 207 Paradise Raheja

Vihar,Chandivali Powai,Mumbai
2 Renjini Reji . Individual Sakinaka Kurala Mumbai 6000 1000 6000000 0.28%
Suburban,Mumbai
Maharashtra,400072

Charuvila Puthen
Veedu,Thekkumpuram,Pavithres
3 Ajimon Mary John Individual 6000 1000 6000000 0.28%
waram Neduvathoor,Kollam
Kerala,691507

Ambakkaden House,Royal
Davis Mohan
4 Individual Avanue,Thiruvambady P 5000 1000 5000000 0.23%
Ambakkaden .
O,Thrissur Kerala,680022

Thayamkulangara Malithu Towers,Cherpu P

5 Kuries Private Corporate O,Thrissur,Thrissur 5000 1000 5000000 0.23%
Limited Kerala,680561

70
 Kochukuttiyil
Thomas K P Mathew
6 Individual House,Puthenchantha 5000 1000 5000000 0.23%
.
P.O,,Vallikunnam Kerala,690501

Chalathu Renji
7 Renu Daniel . Individual Villa,Moonnalam,Adoor 5000 1000 5000000 0.23%
Po,Pathanamthitta Kerala,691523

Edathundil,Kannanakuzhi
Leelamma
8 Individual P.O,Charummood,Alappuzha 4500 1000 4500000 0.21%
Thankachan .
Kerala,690505

Akkanattu Rose Villa,Erazha

9 Varghese Mathai Individual North,Mavelikara,Chettikulangar 4500 1000 4500000 0.21%
a Kerala,690106

Eswara
Baiju Ramachandran Vilasom,Mangattukadavu,Thirum
10 Individual 4424 1000 4424000 0.21%
. ala,Thiruvananthapuram
Kerala,695006
9. Debt-equity ratio:

The debt equity ratio estimated after the proposed public issue of secured redeemable non-convertible debentures
worth ₹ 20,000.00 lakhs comes to 5.61. Detailed workings are given below:
(₹ in lakhs)
As on March 31, 2024
Particulars Pre-Issue Post Issue
Total Debt (A) 5,00,110.05 5,20,110.05

Equity
Equity Share Capital 22,600.69 22,600.69

Other Equity
Capital Reserve 9.07 9.07
Statutory Reserve 12,694.59 12,694.59
Securities Premium 11,106.46 11,106.46
General Reserve 11,660.97 11,660.97
Impairment Reserve - -
Other Comprehensive Income (56.66) (56.66)
Retained Earnings 34,741.81 34,741.81
Total Equity (B) 92,756.93 92,756.93

Debt Securities /Equity (C) = (A)/(B) 5.39 5.61

Notes:

1. The pre-issue figures disclosed are based on the audited financial statements as on March 31, 2024.

2. The Debt Equity ratio post issue is indicative and is on account of the assumed inflow of ₹20,000 lakhs from
the proposed issue.

3. The following events that occurred from April 1, 2024 may have an impact on above calculation:

i. The Company has redeemed 9,70,893 secured NCDs of face value ₹1000 each amounting to ₹9,708.93
Lakhs on January 8, 2024.

71
 ii. The Company has redeemed 19,62,837 secured NCDs of face value ₹1000 each amounting to
₹19,628.37 Lakhs on January 18, 2024.
iii. The Company has redeemed 43,963 secured NCDs of face value ₹1000 each amounting to ₹439.63
Lakhs on January 30, 2024.
iv. The Company has redeemed 1,85,919 secured NCDs of face value ₹1000 each amounting to ₹1859.19
Lakhs on January 31, 2024.
v. Following loans were sanctioned for the company:
a. Working Capital Demand Loan Sanctioned for ₹2,500 Lakhs from Karur Vysya Bank on January
30, 2024
b. Term Loan Sanctioned for ₹ 5,000 Lakhs from JM Financials Limited on December 08, 2023 (the
loan documents were executed on January 09, 2024 and was availed on January 20, 2024)

9. Details of the bank fund-based facilities / rest of the borrowing (if any including hybrid debt like
foreign currency convertible bonds, optionally convertible debentures/preference shares) from
financial institutions or financial creditors:

As of June 30, 2024, with regard to the bank fund-based facilities, please refer to “Financial Indebtedness”
beginning on page 145. As of June 30, 2024, our Company has no outstanding amounts in relation to
hybrid debt like foreign currency convertible bonds, optionally convertible debentures/preference shares.

10. For details on the total outstanding debt of our Company, see “Financial Indebtedness” beginning on
page 145.

Our Company does not have 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.

11. Details of any acquisition or amalgamation in the last one year.

Our Company has not made any acquisition or amalgamation with any entity in the preceding one year prior to
the date of this Prospectus.

12. Details of any reorganisation or reconstruction in the last one year.

Our Company has not made any reorganisation or reconstruction in the preceding one year prior to the date of this
Prospectus.

13. Details of change in the promoter holding in our Company during the preceding financial year beyond
the threshold prescribed by the RBI from time to time.

There has been no change in the promoter holding in our Company during the preceding financial year beyond
26%.

14. None of the Equity Shares held by the Promoter and Promoter Group in our Company are pledged or
encumbered otherwise by our Promoters and Promoter Group.

As on the date of this Prospectus, 22,60,06,939 Equity Shares of our Company are in dematerialised form.

15. Details of Promoter’s shareholding in our Company’s Subsidiaries

Not Applicable as our Company has no subsidiaries.

16. Employee Stock Option Scheme:

Our Company does not have any employee stock option scheme.

72
 STATEMENT OF TAX BENEFITS AVAILABLE TO THE DEBENTURE HOLDERS

The Board of Directors

Kosamattam Finance Limited
Kosamattam City Centre,
Floor No. 4th and 5th, T.B. Road,
Kottayam – 686001
Kerala, India

Dear Sirs,

This certificate is issued in accordance with the terms of our engagement letter dated February 26, 2024.

We hereby report that the enclosed statement in Annexure A, states the possible tax benefits available to the
debenture holders of Kosamattam Finance Limited (the company) pursuant to the provisions of the Income Tax
Act, 1961 i.e. applicable for the financial year 2024-25 relevant to the Assessment year 2025-26 presently in force
in India.

Management’s Responsibility

The preparation of the contents in the enclosed annexure is the responsibility of the Company’s management. This
responsibility includes designing, implementing and maintaining internal control relevant to the preparation and
presentation of the Statement, and applying an appropriate basis of preparation; and making estimates that are
reasonable in the circumstances. The management is also responsible for identifying and ensuring that the
Company complies with the laws and regulations applicable to its activities.

Auditor’s Responsibility

Our responsibility is to examine whether the Statement prepared by the Company, in all material respects, is in
accordance with applicable provisions of the IT Act. For this purpose, we have read the Statement of tax benefits
as given in Annexure A, and evaluated with reference to the provisions of the IT Act to confirm that statements
made are correct in all material respects.

We conducted our examination of the information given in the Statement in accordance with the ‘Guidance Note
on Reports or Certificates for Special Purposes’ issued by the Institute of Chartered Accountants of India (“ICAI”),
as revised from time to time; the aforesaid Guidance Note requires that we comply with the ethical requirements
of the ’Code of Ethics’ issued by the ICAI, as revised from time to time.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,’Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements’, as revised from time to time.

Inherent Limitations

We draw attention to the fact that the Statement includes certain inherent limitations that can influence the
reliability of the information. The benefits discussed in the enclosed Annexure A are not exhaustive. Several of
these benefits are dependent on the Investors fulfilling the conditions prescribed under the relevant tax laws.
Therefore, the ability of Investors to derive the tax benefits is dependent on fulfilling such conditions.

The Statement is only intended to provide general information and is neither designed nor intended to be a
substitute for the professional tax advice. In view of the individual nature of the tax consequences and the changing
tax laws, each investor is advised to consult their own tax consultant with respect to specific tax implications
arising out of their participation. Neither are we suggesting nor advising the investor to invest money based on
this Statement.

We do not express any opinion or provide any assurance as to whether:

i) Debenture holders of the Company will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been/would be met with; or
iii) the revenue authorities/ Courts will concur with the views expressed herein.

73
The contents of the enclosed Statement are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the Company. We
have relied upon the information and documents of the Company being true, correct and complete and have not
audited or tested them. Our view, under no circumstances, is to be considered as an audit opinion under any
regulation or law. No assurance is given that the revenue authorities/ courts will concur with the views expressed
herein.

Our views are based on existing provisions of law and its interpretation, which are subject to change from time to
time. We do not assume any responsibility to update the views consequent to such changes.

In our opinion, the Statement of Tax Benefits prepared by the Company as set out in Annexure A materially covers
all tax benefits available as at the date of our report to Debenture Holders, in accordance with provisions of the
IT Act, as amended.

Restriction on Use

The enclosed annexure is intended solely for your information and for inclusion in the Tranche II Prospectus in
connection with the proposed issue of secured redeemable non-convertible debentures and is not to be used,
referred to or distributed for any other purpose without our prior written consent.

For SGS & COMPANY

CHARTERED ACCOUNTANTS
F.R.N: 009889S

CA SANJO. N.G., F.C.A., D.I.S.A. (ICAI)

PARTNER: (M. No: 211952)

Peer Review No: 013176

UDIN: 24211952BKDAJN7304

Place: THRISSUR
Date: 25/06/2024

74
 OBJECTS OF THE ISSUE

Our Company has filed this Prospectus for public issue of secured redeemable non-convertible debentures of face
value of ₹1,000 each (“NCDs”) aggregating up to ₹10,000 lakhs (“Base Issue Size”) with an option to retain
oversubscription up to ₹10,000 lakhs, aggregating up to ₹20,000 lakhs (“Issue”).

Our Company is in the business of gold loan financing, and as part of our business operations, we raise/avail funds
for onward lending and for repayment of interest and principal of existing debts.

The Issue is being made pursuant to the provisions of the SEBI NCS Regulations and the Companies Act and the
rules made there under. Our Company proposes to utilise the funds which are being raised through the Issue, after
deducting the Issue related expenses to the extent payable by our Company (“Net Proceeds”), towards funding
the following objects (collectively, referred to herein as the “Objects”):

1. For the purpose of onward lending;

2. For repayment of interest and principal of existing debts of our Company; and
3. For general corporate purposes;

The main objects clause of the Memorandum of Association of our Company permits our Company to undertake
the activities for which the funds are being raised through the present Issue and also the activities which our
Company has been carrying on till date.

The details of the proceeds of the Issue are set forth in the following table:
(in ₹ lakhs)
Sr. No. Description Amount
1. Gross proceeds of the Issue 20,000
2. (less) Issue related expenses 160
3. Net Proceeds 19840

Requirement of funds and utilisation of Net Proceeds

The following table details the objects of the Issue and the amount proposed to be financed from the Net Proceeds:

Sr. Objects of the Issue Percentage of amount proposed to be financed from Net
No. Proceeds
1. Onward lending at least 40%
2. Repayment of interest and principal of existing up to 35%
debts
3. General Corporate Purposes* Maximum up to 25%
Total 100%
*The Net Proceeds will be first utilised towards the Objects mentioned above. The balance is proposed to be
utilised for general corporate purposes, subject to such utilisation not exceeding 25% of the gross proceeds, in
compliance with the SEBI NCS Regulations

For further details of our Company’s outstanding indebtedness, see “Financial Indebtedness” on page 145.

General Corporate Purposes

Our Company intends to deploy up to 25% of the amount raised and allotted in the Issue for general corporate
purposes, including but not restricted to routine capital expenditure, renovations, strategic initiatives, partnerships,
meeting any expenditure in relation to our Company as well as meeting exigencies which our Company may face
in the ordinary course of business, or any other purposes as may be approved by the Board of Directors.

Funding plan

The requirement of funds is entirely funded through Issue Proceeds.

Summary of the project appraisal report

75
NA

Schedule of implementation of the project

NA

Interim Use of Proceeds

Our Board of Directors, in accordance with the policies formulated by it from time to time, will have flexibility
in deploying the proceeds received from the Issue. Pending utilisation of the proceeds out of the Issue for the
purposes described above, our Company intends to temporarily invest funds in high quality interest bearing liquid
instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in
investment grade interest bearing securities as may be approved by the Board. Such investment would be in
accordance with the investment policies approved by the Board or any committee thereof from time to time. Also,
such investments shall be in line with the guidelines and regulations prescribed by RBI.

Monitoring of Utilisation of Funds

There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. The
Board shall monitor the utilisation of the proceeds of the Issue. For the relevant Financial Years commencing
from Financial Year 2024, our Company will disclose in our financial statements, the utilisation of the Net
Proceeds of the Issue under a separate head along with details, if any, in relation to all such proceeds of the Issue
that have not been utilised thereby also indicating investments, if any, of such unutilised proceeds of the Issue.
Our Company shall utilise the proceeds of the Issue only upon the execution of the documents for creation of
security and receipt of final listing and trading approval from the Stock Exchange. Our Company, in accordance
with the timeline prescribed in SEBI Listing Regulations, shall submit to the stock exchange, a statement
indicating the utilization of issue proceeds of non-convertible securities, which shall be continued to be given till
such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been
achieved.

Details regarding lending done out of the issue proceeds of previous public issues

The entire proceeds of the previous public Issuances of non-convertible debentures have been utilised according
to the objects mentioned in the respective offer documents i.e. minimum 75% towards lending and repayment of
interest and principal of existing debts and balance approx. 25% towards general corporate purposes.

Variation in terms of contract or objects in Prospectus

Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of a
contract referred to in the Prospectus or objects for which the Prospectus shall be issued, except subject to the
approval of, or except subject to an authority given by the shareholders in a general meeting by way of special
resolution and after abiding by all the formalities prescribed in Section 27 of the Companies Act, 2013.

Issue related Expenses

The expenses for this Issue include, inter alia, lead management fees and selling commission to the Lead Manager,
Consortium Member and intermediaries as provided for in the SEBI Master Circular, fees payable to debenture
trustees, the Registrar to the Issue, SCSBs’ commission/ fees, printing and distribution expenses, legal fees,
advertisement expenses, listing fees and any other expense directly related to the Issue. The Issue expenses and
listing fees will be paid by our Company.

The estimated breakdown of the total expenses for the Issue is as follows:

Sr No. Particulars Amount (in As a percentage As a percentage of

₹ lakhs) of the Issue the total expended
proceeds* (in %) of the Issue* (in%)
a. Lead manager(s) fees 20 0.1 12.50
b. Underwriting commission 0 0 0
c. Brokerage, selling commission and upload fees 10 0.05 6.25
d. Fees payable to the registrars to the issue 5 0.025 3.13
e. Fees payable to the legal Advisors 15 0.075 9.37

76
 Sr No. Particulars Amount (in As a percentage As a percentage of
₹ lakhs) of the Issue the total expended
proceeds* (in %) of the Issue* (in%)
f. Fees payable to the regulators including stock 30 0.15 18.75
exchanges
g. Advertising and Marketing Expenses 50 0.25 31.25
h. Printing, Stationery and Distribution 10 0.05 6.25
i. Other Miscellaneous Expenses 20 0.1 12.50
Total 160 0.8 100
* Assuming the Issue is fully subscribed, and our Company retains oversubscription.

The above expenses are indicative and are subject to change depending on the actual level of subscription to the
Issue and the number of Allottees, market conditions and other relevant factors.

Other confirmations

In accordance with the SEBI NCS Regulations, our Company will not utilise the proceeds of the Issue for
providing loans to or for acquisitions of shares of any person who is a part of the same group as our Company or
who is under the same management of our Company.

No part of the Issue Proceeds will be paid by our Company to our Promoters, our Directors, Key Managerial
Personnel, Senior Managerial Personnel or companies promoted by our Promoters.

The Issue proceeds shall not be utilised towards full or part consideration for the purchase or any other acquisition,
inter alia by way of a lease, of any property. The Issue proceeds shall not be used for buying, trading or otherwise
dealing in equity shares of any other listed company.

The Issue proceeds from NCDs allotted to Banks will not be utilised for any purpose which may be in
contravention of the RBI guidelines on bank financing to NBFCs including those relating to classification as
capital market exposure or any other sectors that are prohibited under the RBI Regulations.

Our Company undertakes that the Issue proceeds from NCDs allotted to banks shall not be used for any purpose,
which may be in contravention of the RBI guidelines on bank financing to NBFCs.

Our Company confirms that it will not use the proceeds of the Issue for the purchase of any business or in the
purchase of any interest in any business whereby our Company shall become entitled to the capital or profit or
losses or both in such business exceeding 50% thereof, directly or indirectly in the acquisition of any immovable
property or acquisition of securities of any other body corporate.

The fund requirement as above is based on our current business plan and is subject to change in light of variations
in external circumstances or costs, or in our financial condition, cash flows, business, or strategy. Our
management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise
its business plan from time to time and consequently our funding requirements and deployment of funds may also
change.

There is no contribution being made or intended to be made by the Directors as part of the Issue or separately in
furtherance of the Objects of the Issue.

Benefit / interest accruing to our Promoter/Directors out of the object of the Issue

Neither our Promoters nor our Directors are interested in the Objects of this Issue

Utilisation of Issue Proceeds

(a) All monies received pursuant to the issue of NCDs to public shall be transferred to a separate bank account
other than the bank account referred to in Section 40 (3) of the Companies Act, 2013;

(b) Details of all monies utilised out of the Issue referred to in sub-item (a) shall be disclosed under an appropriate
separate head in our Company’s Balance Sheet indicating the purpose for which such monies had been
utilised;

77
(c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed
under an appropriate separate head in our balance sheet indicating the form in which such unutilised monies
have been invested.

(d) The details of all utilized and unutilised monies out of the monies collected in the previous issue made by
way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part
of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have
been utilized, and the securities or other forms of financial assets in which such unutilized monies have been
invested.

(e) We shall utilize the Issue proceeds only upon execution of the Debenture Trust cum Hypothecation Deed as
stated in this Prospectus, creation of security, receipt of the listing and trading approval from the Stock
Exchange and on receipt of the minimum subscription of 75% of the Base Issue Size being ₹ 7,500 lakh.

(f) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property or in the purchase of any business or in
the purchase of an interest in any business.

(g) The Issue Proceeds shall be utilized in compliance with various guidelines, regulations and clarifications
issued by RBI, SEBI or any other statutory authority from time to time.

78
 SECTION IV - ABOUT OUR COMPANY AND THE INDUSTRY

INDUSTRY OVERVIEW

Unless otherwise indicated, all of the information and statics disclosed in this section are extracted from an
industry report titled “Industry report on gold loans”, prepared and issued by CRISIL Market Intelligence &
Analytics. For details of risks in relation to CRISIL Report and other publications, see “Risk Factors-“Third party
statistical and financial data in this Prospectus may be incomplete and unreliable” contained in this Prospectus”
on page 20. Unless otherwise indicated, all industry and other related information derived from CRISIL Report.
The information presented in this section, including forecasts and projections, have not been prepared or
independently verified by us, our Directors, our Promoters, the Lead Manager or any of our or their respective
advisors.

The data may have been re-classified by us for the purposes of presentation. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be
reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured. Industry sources and publications are also prepared based on information as of
specific dates and may no longer be current or reflect current trends. Industry sources and publications may also
base their information on estimates, projections, forecasts and assumptions that may prove to be incorrect.
Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or
base their investment decision solely on this information. The recipient should not construe any of the contents in
the CRISIL Report as advice relating to business, financial, legal, taxation or investment matters and are advised
to consult their own business, financial, legal, taxation, and other advisors concerning the transaction.

An overview of the Indian economy

India to remain one of the fastest growing economies amid global slowdown
Even as the Indian economy has battled the three Cs — Covid-19, conflict (geopolitical) and climate change — it
has shown a fair degree of resilience. Despite global slowdown, tightening of monetary conditions and high
inflation, India recorded a higher economic growth rate compared with many peer economies owing to its
relatively strong local consumption, lower reliance on global demand and continued resilience to external
headwinds.
India's gross domestic product (GDP) exceeded expectations yet again. According to the National Statistics Office
(NSO)'s second advance estimates (SAE), real GDP accelerated to 8.4% on-year in the third quarter of this fiscal
from 8.1% in the second quarter. Growth of the past two quarters were revised up (second quarter was revised to
8.1% from 7.6%, and first quarter to 8.2% from 7.8%).
After a strong GDP print in the past three fiscals, CRISIL MI&A Research expects GDP growth to moderate to
6.8% next fiscal as fiscal consolidation will reduce the fiscal impulse to growth, rising borrowing costs and
increased regulatory measures could weigh on demand, net tax impact on GDP is expected to normalize, and
exports could be impacted due to uneven growth in key trade partners and any escalation of the Red Sea crisis.
On the other hand, another spell of normal monsoon and easing inflation could revive rural demand.
The Indian economy will take support from domestic structural reforms and cyclical levers and can retain and
even improve its growth prospects. This can be done by continuing to build infrastructure both digital and physical
and undertaking growth-enhancing reforms aimed at improving the ease of doing business. Amid global risks,
this can also allow India to grasp opportunities from diversifying global supply chains.

On-year GDP change

79
 9.7%
200 12.0 %

180

8.0% 8.3% 7.6%

10.0 %

160
6.8% 6.5% 7.0% 6.8% 8.0%

140

3.9% 6.0%

120 4.0%

100 2.0%

80 0.0%

60 -2.0%

40

-5.8% -4.0%

114 123 131 140 145 137 150 159 172 184
20 -6.0%

0 -8.0%

FY16 FY17 FY18 FY19 FY20 FY21 FY22* FY23# FY24P@ FY25F

GDP(Rs. Tn) Change in GDP %

Note: F: Forecast, *: 2nd Revised Estimate, #:1st Revised Estimate, @: Second Advance Estimate
Source: National Statistical Office (NSO), CRISIL MI&A Research
In the near term gradually the government of India will start receding its capex, and expectations the pass on being
taken up by the private sector. Some sectors have already been picked up by the private capex such as electronics,
EVs and green transition accounted for 16% of incremental capex in fiscals 2023 and 2024.

With 7.6% GDP growth estimated by the National Statistical Office (NSO) for this fiscal, India’s performance
has exceeded expectations. The major bugbear has been inflation, which though localised, has stayed above the
4% target of the Reserve Bank of India (RBI). CRISIL MI&A Research forecasts a moderation to 6.8% in fiscal
2025, largely due to cyclical factors.

Macroeconomic outlook
Macro
FY23 FY24E FY25F Rationale for outlook
variable
High interest rates and lower fiscal impulse (from reduction in fiscal
deficit to 5.1% of GDP) will temper domestic demand. Net indirect tax
Real GDP
7.0 7.6^ 6.8 impact on GDP is expected to normalise next fiscal. Uneven growth in
(%, y-o-y)
key trade partners will restrict healthy export recovery. But budgetary
support to capex and rural incomes will support growth.
Consumer
Soft commodity prices and healthier farm output should help moderate
price index
inflation. A non-inflationary budget that focuses on asset creation
(CPI)-based 6.7 5.5 4.5
rather than direct cash support bodes well for core inflation and hence
inflation (%,
monetary policy
y-o-y)
Current Softer crude oil prices and moderation in domestic growth will keep
account the trade deficit in check despite tepid exports of goods. Alongside,
-2.0 -1.0 -1.0
balance/ GDP robust services trade surplus and healthy remittances will keep the
(%) current account deficit (CAD) in check
Rs/$ (March Narrower CAD and healthy foreign portfolio flow into debt amid a
82.3 83.0 83.5
end) favourable domestic macro environment will support the rupee
Continued pursuit of fiscal consolidation aided by moderation in
Fiscal deficit
6.4 5.8 5.1 revenue spending and robust tax collections will reduce the fiscal
(% of GDP)
deficit and lead to lower government borrowings from the market
Lower gross market borrowings will reduce the pressure on yields.
10-year G-sec Lower inflation and expected rate cuts by the MPC will create
yield (fiscal- 7.4 7.0 6.8 downside pressure on yields. India’s inclusion in the JP Morgan
end, %) Emerging Market Bond Index is favourable for capital flows into
government debt
^National Statistical Office (NSO) second advance estimate; *FY24 and FY25 numbers are government’s revised
and budget estimates
Note: E - estimate, F - forecast Source: RBI, National Statistical Office (NSO), CRISIL MI&A Research
Indigenous advantages to result in a stronger economic growth rate in the longer term
India has the largest population in the world

80
As per the report published (in July 2020) by National commission on population, Ministry of Health & Family
Welfare report, India’s population in 2011 was 121 crores, comprising nearly 24.6 crore households. It should be
noted that decadal growth rate during 2001-2011 stood at 17%. This is estimated to have fallen to 12% during
2011-2021 and is likely to decline further to 9% during 2021-2031. However, with 147 crore estimated population
in 2030, India will continue to be a major opportunity market from demand perspective. Additionally, as per
United Nations Department of Economic and Social Affairs, India has overtaken China as the world’s most
populous country in April 2023.
India’s population growth trajectory (billion)

1.21 1.28 1.35 1.39 1.41 1.47

0.85 1.03
0.36 0.55

1951E 1971E 1991E 2001E 2011E 2015E 2020E 2023E 2025P 2030P
Note: P – Projected, E – Estimates
Source: Census of India 2011, Ministry of Health and family welfare, CRISIL MI&A Research
Favourable demographics
India is also one of the countries with the largest youth population, with a median age of 28 years. About 90% of
Indians are aged below 60 years. It is estimated that 64% of this population is aged between 15 and 59 years.
CRISIL MI&A Research expects the existence of a large share of working population, coupled with rapid
urbanisation and rising affluence, will propel growth of the Indian financial services sector.
India’s demographic division (share of different age groups in India’s population)

8% 9% 10% 11% 13%

61% 63% 64% 65% 65%

31% 28% 26% 24% 22%

2011E 2016E 2021E 2026P 2031P

0-14 years 15-59 years 60+ years
Note: P – Projected, E – Estimates
Source: Census of India 2011, Ministry of Health and family welfare, CRISIL MI&A Research
Rise in urbanisation
Urbanisation is a key growth driver for India, as it leads to faster infrastructure development, job creation,
development of modern consumer services, and the city’s ability to mobilise savings. The share of urban
population in total population has been consistently rising over the years and is expected to reach 36% by 2025
from 31% in 2011, spurring more demand.
Urban consumption in India has shown signs of improvement and given the country’s favourable demographics,
coupled with rising disposable incomes, the trend is likely to continue and drive domestic economic growth.
Urbanisation in India

37%
36%
35%
34%
33%
32%
32%
31%

2011E 2013E 2015E 2018E 2020E 2023E 2025P 2030P

Note: P – Projected, E – Estimates
Source: Census of India 2011, Ministry of Health and family welfare, CRISIL MI&A Research

81
Overall NBFC – Industry overview
NBFCs are important part of the credit system
Financing needs in India have risen in sync with the notable economic growth over the past decade. NBFCs have
played a major role in meeting this need, complementing banks and other financial institutions.
NBFCs help fill gaps in the availability of financial services with respect to products as well as customer and
geographic segments. A strong linkage at the grassroots level makes them a critical cog in the financial machine.
They cater to the unbanked masses in rural and semi-urban reaches and lend to the informal sector and people
without credit histories, thereby enabling the government and regulators to realise the mission of financial
inclusion.
Structure of non-banking financial institutions in India
Non Banking
Financial
Institutions

Non Banking Financial All India Financial

Company (NBFC) Institutions (RBI)

Insurance Stock Exchange, broker,

NBFC Deposit NBFC Non -Deposit Housing FInance Nidhi Companies/
Company merchant banking companies, etc
taking (RBI) taking (RBI) Company (NHB) Chit Fund (GOI)
(IRDAI) (SEBI)

Investment & Credit

Company

Infratructure Finance
Company

Systemically important
investment company

Infrastructure debt fund

Micro-finance institution

Factors

Mortgage guarantee
companies

Non-operative financial
holding company

Note: The regulatory authority for the respective institution is indicated within the brackets; All-India Financial
Institutions include NABARD, SIDBI, EXIM Bank
Source: RBI, CRISIL MI&A Research

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Classification of NBFCs
NBFCs until now have been classified on the basis of the kind of liabilities they access, types of activities they
pursue and their perceived systemic importance. RBI on October 22, 2021, introduced additional classification of
NBFCs vide Scale Based Regulation (SBR) framework into four categories i.e., Base Layer (NBFC – BL), Middle
Layer (NBFC – ML), Upper Layer (NBFC – UL) and Top Layer (NBFC – TL).

Liabilities-based classification
NBFCs are classified on the basis of liabilities into two broad categories:
(a) deposit-taking; and
(b) non-deposit taking.
Deposit-taking NBFCs (NBFC – D) are subject to the requirements of stricter capital adequacy, liquid-assets
maintenance and exposure norms.

Further, in 2015, non-deposit taking NBFCs with an asset size of Rs 5 billion and above were labelled as
‘systemically important non-deposit taking NBFCs’ (NBFC – ND – SI), and separate prudential regulations were
made applicable to them.
Classification on the basis of liabilities

NBFC

Housing Finance
Deposit-taking (NBFC- Non-deposit taking P2P
Companies (HFCs)
D (40) (9406) (25)
(83)

Systemically important
(NBFC- ND-SI) (424)

NBFC- ND (8982)

Note: Figures in brackets represent number of entities registered with RBI as of March 2023.
Source: RBI, CRISIL MI&A Research

Activity-based classification
As per the RBI circular dated February 22, 2019, the central bank merged three categories of NBFCs, i.e., asset
finance companies (AFC), loan companies (LCs) and investment companies (ICs), into a new category called
NBFC - Investment and Credit Company (NBFC-ICC)
1. Investment and credit company – (NBFC-ICC): An NBFC-ICC means any company that is a financial
institution carrying on as its principal business of providing finance by making loans or advances or
otherwise for any activity other than its own and acquisition of securities; and is not any other category
of NBFC.
2. Infrastructure finance company (IFC): An IFC is an NBFC that deploys at least 75% of its total assets
in infrastructure loans and has a minimum net-owned funds of Rs 300 crore, with a minimum credit
rating of ‘A’ or equivalent and a 15% CRAR (Capital to risk-weighted adequacy ratio).
3. Infrastructure debt fund (IDF-NBFC): An IDF-NBFC is a company registered as an NBFC to
facilitate the flow of long-term debt into infrastructure projects. It raises resources through the issue of
rupee or dollar-denominated bonds with a minimum five-year maturity. Only IFCs can sponsor IDF-
NBFCs
4. Micro-finance institution (NBFC-MFI): An NBFC-MFI is a non-deposit-taking NBFC with not less
than 75% of its assets in the nature of qualifying assets, which satisfy the following criteria:

83
 • NBFC MFIs can disburse loans to borrowers with household annual income not exceeding Rs
300,000. The household shall mean an individual family unit, i.e., husband, wife and their unmarried
children.
• All collateral-free loans will be considered as qualifying assets. Such loans will include all non-
collateral loans irrespective of end use and mode of application/ processing/ disbursal.
• The loan shall not be linked with a lien on the deposit account of the borrower.
5. Factors (NBFC-Factors): An NBFC-Factor is a non-deposit-taking NBFC engaged in the principal
business of factoring. Financial assets in the factoring business should constitute at least 50% of its total
assets and income derived from the factoring business should not be less than 50% of its gross income.
6. Mortgage guarantee companies (MGC): An MGC is a financial institution for which at least 90% of
the business turnover is mortgage guarantees or at least 90% of the gross income is from the mortgage-
guarantee business and whose net-owned funds is atleast Rs 100 crore.
7. Non-operative financial holding company (NOFHC): An NOFHC is a financial institution through
which promoter / promoter groups will be permitted to set up a new bank. A wholly owned NOFHC will
hold the bank as well as all other financial services companies regulated by the RBI or other financial
sector regulators to the extent permissible under the applicable regulatory prescriptions.
8. Account Aggregators (NBFC-AA): NBFC Account Aggregator is a financial entity which functions as
the Account Aggregator for the customers of NBFC. NBFC-AA accumulates and provides information
concerning multiple accounts which are held by the customers in various NBFC entities.
9. Peer to Peer Lending (NBFC-P2P): NBFC –Peer to Peer Lending platform (NBFC-P2P) is a type of
Non-Banking Financial Company which carries on the business of providing services of Loan facilitation
to willing lenders and borrowers through online platform.

Scale based classification

As per RBI circular dated October 22, 2021, the central bank introduced Scale Based Regulation (SBR) framework
for classification of NBFCs along with the activity-based classification of NBFCs as per earlier regulations. The
revised SBR framework shall be effective from October 01, 2022

As per the revised framework NBFCs will be classified into four layers based on their size, activity and perceived
riskiness. NBFCs in the lowest layer will be known as NBFC – Base Layer (NBFC BL), NBFCs in middle layer
and upper layer shall be known as NBFC - Middle Layer (NBFC-ML) and NBFC - Upper Layer (NBFC-UL)
respectively. The Top Layer is expected to be empty and will be known as NBFC - Top Layer (NBFC - TL).
Classification on the basis of scale-based regulation

NBFC – Base Layer NBFC – Middle Layer

(NBFC-BL) (NBFC-ML) NBFC –Upper Layer NBFC – Top Layer
(NBFC-UL) (NBFC-TL)

Source: RBI, CRISIL MI&A Research

Base Layer – NBFC – BL shall comprise of (a). Non deposit taking NBFCs below asset size of Rs 1000 crore
and (b). Following NBFCs – (i) NBFC P2P, (ii) NBFC – AA, (iii) NOHFC, and (iv) NBFCs not availing public
funds and not having any customer interface
Middle Layer – NBFC – ML shall comprise of (a). All deposit taking NBFCs irrespective of asset size, (b). Non-
deposit taking with asset size of Rs 1000 crore and above and (c). Following NBFCs – (i) Standalone primary
dealer (SPD), (ii) Infrastructure debt fund (IDF), (iii) Core investment companies (CIC), (iv) Housing finance
companies (HFCs) and (v) Infrastructure finance companies (IFCs) Government owned NBFCs shall be placed
in the Base Layer or Middle Layer, as the case may be. They will not be placed in the Upper Layer till further
notice by RBI.
Upper Layer – NBFC – UL shall comprise of NBFCs which are specifically identified by the Reserve Bank as
warranting enhanced regulatory requirement based on a set of parameters and scoring methodology. The top ten
eligible NBFCs in terms of their asset size shall always reside in the upper layer, irrespective of any other factor.
Top Layer – NBFC – TL shall be populated only if in opinion of RBI there is a substantial increase in the
potential systemic risk from specific NBFCs in the Upper Layer. Such NBFCs shall be moved to Top layer from
the Upper layer.
Other regulatory changes under Scale Based Regulations

84
 1. Net Owned Fund (NOF) for NBFC-ICC, NBFC-MFI and NBFC-Factors shall be increased to Rs 10 cr
timelines for change in NOF for above mentioned NBFCs is as follows.

2. NPA classification: NPA classification norms stands changed to the overdue period of more than 90 days
for all categories of NBFCs, timelines to adhere change for NBFC – BL to 90 days NPA norm is as
follows.

3. Experience of the board - Considering the need for professional experience in managing the affairs of
NBFCs, at least one of the directors shall have relevant experience of having worked in a bank/ NBFC.
This regulation shall be applicable for all class of NBFCs.
4. Ceiling on IPO Funding – RBI prescribed ceiling of Rs 1 crore per borrower for financing subscriptions
to IPO. NBFCs can fix more conservative limits. This regulation shall come into effect from April 01,
2022.

Prompt corrective action framework

NBFCs have been growing in size and now have substantial interconnectedness with other segments of the
financial system. Accordingly, in October 2022, the RBI made effective a prompt corrective action (PCA)
framework to further strengthen the supervisory tools applicable to NBFCs. The objective of the framework is to
enable supervisory intervention at the appropriate time.
It requires the supervised entity to initiate and implement remedial measures in a timely manner to restore its
financial health. It does not preclude the central bank from taking any other action as it deems fit at any time, in
addition to the corrective actions prescribed in the framework.
The PCA framework applies to all NBFC-Ds and all NBFC-NDs in the middle, upper and top layers, identified
under the new SBR. It excludes NBFCs not accepting/ not intending to accept public funds, government
companies, primary dealers and HFCs.

The risk thresholds when breached that may result in invocation of PCA are:

1. For NBFC-Ds and NBFC-NDs (excluding CICs):

Indicator Risk threshold 1 Risk threshold 2 Risk threshold 3
CRAR Up to 300 bps below the More than 300 bps, but up to More than 600 bps below
regulatory minimum CRAR 600 bps below regulatory regulatory minimum CRAR
(currently, CRAR <15% but minimum CRAR (currently, (currently, CRAR <9%)
≥12%) CRAR <12% but ≥9%)
Tier 1 capital ratio Up to 200 bps below the More than 200 bps, but up to More than 400 bps below the
regulatory minimum tier 1 400 bps below the regulatory regulatory minimum tier 1
capital ratio (currently, tier 1 minimum tier 1 capital ratio capital ratio [currently, tier 1
capital ratio <10% but ≥8%) (currently, tier 1 capital ratio capital ratio <6%]
<8% but ≥6%)
NNPA ratio >6% but ≤ 9% >9% but ≤12% >12%
(including NPIs)
Source: RBI

85
2. For CICs
Indicator Risk threshold 1 Risk threshold 2 Risk threshold 3
Adjusted net worth Up to 600 bps below the More than 600 bps, but up to More than 1200 bps below
(ANW) / aggregate regulatory minimum ANW/ 1200 bps below regulatory regulatory minimum ANW/
risk weighted asset RWA (currently, ANW/RWA minimum ANW/ RWA RWA (currently,
(RWA) <30% but ≥24%) (currently, ANW/RWA ANW/RWA <18%)
<24% but ≥18%)
Leverage ratio ≥2.5 times but <3 times ≥ 3 times but <3.5 times ≥3.5 times
NNPA ratio >6% but ≤ 9% >9% but ≤12%
(including NPIs)
Source: RBI
Credit concentration norms
RBI, in its April 19, 2022, guidelines on Large Exposure Framework for Non-Banking Financial Company –
Upper Layer (NBFC-UL), permits exposures to the original counterparty to be offset with certain credit risk
transfer instruments. These include instruments such as cash margin/caution money/security deposit against which
the right to set off is available, held as collateral against the advances, and government guaranteed claims (0%
risk weight for central and 20% for state government for CRAR computation) However, this was exclusive to
NBFC-UL.
In a move towards standardisation, the RBI has extended this provision to NBFCs in the middle and base layers.
This harmonisation levels the playing field for all NBFCs across layers.
Out of 9,376 RBI-registered NBFCs, only 15 falls under the NBFC-UL category, while the majority are in the
middle and base layers.

Overall NBFCs – Review and outlook

NBFC credit growth to remain robust despite macroeconomic and regulatory challenges
The credit growth of non-banking financial companies (NBFCs), which has trended above India’s gross domestic
product (GDP) historically, is expected to continue to rise at a faster pace in fiscal 2025.
The growth in fiscal 2023 marked a return to the pre-pandemic trend in credit growth. Between fiscals 2016 and
2018, NBFCs had clocked credit growth of 15% CAGR, mainly because of aggressive expansion of their footprint
and the entry of several new players across India. This also coincided with a decline in bank credit growth.
However, the NBFC sector faced headwinds after Infrastructure Leasing & Financial Services (IL&FS) defaulted
on repayment of loans in September 2018, followed by a liquidity crisis.
NBFCs’ retail segment-led credit growth to stay healthy in fiscal 2025

17-18%
16.8% 15-16%
15.3%

11.5% 14.8% 15.2%

10.1% 13.5-14.5%
9.7%
12.3%
6.0%
7.8% 7.6%
6.5% 6.3% 7.0% 6.8%
4.7%
3.9%

FY19 FY20 FY21 FY22 FY23 FY24E FY25P

-5.8%

Real GDP NBFCs credit (Incl. PFC & REC) Gross banking credit

E – estimated; P — projected
Note: Historical credit growth numbers are adjusted for merger of HDFC Ltd with HDFC Bank for comparable
credit growth
Source: Reserve Bank of India (RBI), National Housing Bank (NHB), Ministry of Finance, company reports,
CRISIL MI&A Research

86
In contrast, India’s gross domestic product (GDP), which exceeded forecasts, expanding an estimated 7.6% in
fiscal 2024, is projected to see some moderation in growth in fiscal 2025.
The transmission of previous rate hikes by the Reserve Bank of India (RBI) to broader lending rates continues.
However, while rising borrowing costs and regulatory measures to clamp down risky lending could moderate
domestic demand, another spell of normal monsoon and easing inflation could provide some respite.
Still, while the RBI has not raised rates since February 2023, it has been equally cautious about cutting rates, amid
slower cooling of inflation and a strong growth trajectory. Globally as well, major central banks remain cautious
about cutting rates.
Going forward, though, an above-normal monsoon will bode well for domestic disinflation. But inclement weather
because of global warming and rising crude oil prices remain monitorables. Also, government bond yields have
firmed up, as markets are pricing in a delay in rate cuts from the RBI. In fact, ‘higher for longer’ interest rates and
the RBI’s regulatory measures could weigh on the overall financial conditions in this fiscal as well.
Performance of NBFCs to remain healthy in fiscal 2025
NBFCs’ credit, estimated to have grown 17-18% on-year in fiscal 2024, is expected to sustain the momentum,
and rise 15-16% on-year this fiscal, with housing, personal, auto and microfinance loans in the retail segment, and
micro, small and medium enterprise (MSME) loans in the wholesale segment continuing to be the primary drivers.
Lending to MSMEs has gained traction over the past three fiscals, with NBFCs increasing focus on unsecured
business loans amid higher competition from banks in the traditional segments.
Also, consolidation within certain corporate groups and other corporate activities indicate buoyancy in the NBFC
space and expectations of good credit conditions, though a pinch of caution. The entry of a new player in the retail
space is expected to intensify competition in the coming fiscals as well.
Meanwhile, asset quality improved last fiscal on account of normalisation of economic activity and improved
collection efficiency across segments, with the gold loan segment being an exception. Collection efficiency is
expected to hold up in the near future as well, resulting in further easing of gross non-performing assets (GNPAs).
However, here, the performance of unsecured retail credit will be a key monitorable.
The buoyant growth since fiscal 2022 is in sharp contrast to fiscal 2021, when the Covid-19 pandemic brought a
sudden halt in economic activity and slowed down demand for credit, impacted by funding challenges. But banks
benefitted in this milieu and used their surplus liquidity to gain market share, in terms of credit in a few key
segments. In fiscal 2022, the economy began to reopen and lockdowns were relaxed after the second wave of the
pandemic, leading to normalisation of business activities and driving credit growth in most segments.
Consequently, by fiscal 2023, NBFCs were back on track, with disbursements growing 16.8% on-year, albeit on
a lower base of 7.8% rise in fiscal 2022
Retail segment resilient amid evolving regulatory landscape; recovery in wholesale lending boosts credit
growth
Wholesale credit recovery and steady retail credit growth provide balanced overall credit growth going
forward
Share of retail vs wholesale in NBFCs Credit growth of retail vs wholesale segments

19.9%
18-20%
16-18%
16.0%
58% 58% 58% 56% 55% 55% 55%
12.5% 16-18%
10.6% 14-16%
14.4% 14.4%

6.5%
9.8%

42% 42% 42% 44% 45% 45% 45% 5.6%

4.4%

FY19 FY20 FY21 FY22 FY23 FY24E FY25P

FY19 FY20 FY21 FY22 FY23 FY24E FY25P
Retail (% y-o-y growth ) Wholesale (% y-o-y growth )
Retail Wholesale

P — projected
Notes:
1) Retail includes housing, auto, gold, microfinance, personal loans, consumer durables, and education
2) Wholesale includes MSME, real estate and large corporate, infrastructure, and construction equipment
Source: Industry, CRISIL MI&A Research

87
Steady growth across retail as well as recovery wholesale segments is estimated to have resulted in the shares of
the two in overall NBFC credit remaining stable in fiscal 2024, at 45% and 55%, respectively. While credit growth
in the retail segment is estimated to have risen a healthy 18-20% on-year, wholesale credit rose 16-18%. Though
the credit growth in the case of the retail segment was healthy, it was a moderation in comparison with fiscal 2023.
This was because of normalisation in unsecured segments, which had increased sharply in the past, spurred by the
RBI’s risk weight circular.
Still, post the NBFC crisis in fiscal 2018, the retail segment had led growth of the NBFC sector, while the
wholesale segment posted low single-digit growth between fiscals 2020 and 2022. In fiscal 2023, the retail
segment grew a sharp 20% on-year and the wholesale, 14%. Also, while credit growth in the retail segment was
broad-based, the MSME segment was the primary growth driver in the wholesale segment, supported by steady
growth in infrastructure financing on a high base.
Break-up of retail vs wholesale segment of NBFCs in fiscal 2024E
Retail credit break-up Wholesale credit break-up

Construction
Education loans
CD equipment…
2% RE and
2% corporate
10%
Gold Housing
14% 34%

Infra (incl
M PFC and
F… REC)
48%
MSME
Personal 38%
loans Auto
8% 31%

Source: RBI, company reports, CRISIL MI&A Research

88
Unsecured credit growth to normalise owing to regulatory efforts, still to trend higher than secured credit
Secured segment to lose further ground
Secured vs unsecured retail loan growth

44% 43%
41%

34%

19-21%
24-26%

16-18%
8% 14% 13-15%
11%
8%
6% 6%

FY19 FY20 FY21 FY22 FY23 FY24E FY25P

Secured credit growth (% y-o-y)

Unsecured credit growth (% y-o-y)

Secured vs unsecured share in retail

portfolio
100%

90%

80%

70%

75% 74% 73%

60%

83% 83% 79%

86%
50%

40%

30%

20%

25% 26% 27%

10%

17% 17% 21%

14%
0%

FY19 FY20 FY21 FY22 FY23 FY24E FY25P

% share of unsecured % share of secured

E – estimated; P – projected
Note: For calculation of unsecured retail loans for NBFCs, segments such as personal, microfinance and
consumer durables loans, and a share of education loans are considered.
Source: RBI, NHB, MFIN, CRISIL MI&A Research

The retail portfolio of NBFCs was estimated at Rs 19.3 trillion in March 2024. Within the space, the share of the
unsecured portion is estimated to have expanded from 14% in fiscal 2019 to 26% in fiscal 2024. The RBI circular
acted as a catalyst against this backdrop of rapid growth of unsecured lending by NBFCs and banks and its
underlying risks.
Higher inflation, along with stagnant income, could cramp the borrower’s repayment capability. Overleveraging
at the borrower’s end could also augment asset quality vulnerability. This is further exacerbated in unsecured
lending, where there is no recourse to collateral and, hence, the loss given default is high. Therefore, lenders are
required to keep higher capital buffers against such exposures as a result of this circular.
Between fiscals 2021 and 2023, i.e. the post-pandemic period, the secured segment logged 11% CAGR, surpassing
the pre-pandemic growth rate of 8%. In contrast, the unsecured segment clocked a staggering 41% CAGR as

89
NBFCs expanded their reach by targeting the new-to-credit customer segment and focussing on tier II and lower-
tier cities.
A decadal low savings rate of Indian households of 5.1% owing to rising financial liabilities indicates a debt-
driven consumption-led post-pandemic recovery. The emergence of fintech companies (fintechs) has played a key
role in driving growth of the unsecured segment. Fintechs have been at the forefront of innovative lending
practices, often catering to segments that traditional financial institutions might not reach.
Retail segment continues to lead NBFC credit growth

E – estimated; P — projected
Source: Company reports, CRISIL MI&A Research
Housing: The credit growth of the overall housing finance sector has returned to pre-pandemic level, rising an
estimated 12-14% in fiscal 2024. The slowdown caused by the pandemic affected low- and middle-income groups
for a brief period; however, the segment turned a corner faster than expected. In fiscal 2025, CRISIL MI&A
Research expects demand for housing to rise 10-12% on-year. This, along with the expected 8-10% growth in
capital values in fiscal 2024 and 5-7% in fiscal 2025 and incremental construction under the Pradhan Mantri Awas
Yojana during the fiscals, will support an estimated 13-14% growth in NBFC/housing finance companies’ (HFC)
housing loans in fiscal 2024 and 11-13% growth in fiscal 2025.
Auto finance: The segment saw healthy credit growth in fiscal 2023, supported by easing of semiconductor
shortages, pent-up demand for cars and utility vehicles, improving profitability of transporters, and advance
buying in anticipation of the second phase of Bharat Stage-VI norms. Growth in fiscals 2024 and 2025 will be
driven by rising demand for commercial vehicles, cars, utility vehicles, and two-/three-wheelers, accompanied by
bigger ticket financing and the government’s focus on infrastructure spending. With this, CRISIL MI&A Research
estimates the auto finance NBFC segment grew 20-21% in fiscal 2024, with 15-16% growth projected in the
current fiscal.

90
Gold loan finance: NBFCs’ credit growth is estimated to have moderated to 13-15% in fiscal 2024 compared
with 16.2% CAGR between fiscals 2019 and 2023. Growth moderated in fiscal 2023 because of intense
competition from banks and mixed credit demand from the rural economy — a major market segment for gold
loan NBFCs. Credit growth is projected to grow 11-13% in fiscal 2025.
Microfinance: The microfinance industry clocked a CAGR of 17% between fiscals 2019 and 2023, with NBFC-
MFIs growing at a fast pace of 25% CAGR and capturing the market share of banks, which witnessed 11% growth
during the same period. The new regulatory framework contributed to improved financial inclusion due to higher
household income. With the increase in household income in urban and rural areas, the lenders expanded their
customer base in fiscal 2024, boosting credit growth at an estimated 25-26% for NBFC-MFIs and 23-24% for the
overall microfinance industry.
MSMEs: The first and second waves of the pandemic hit MSMEs real hard. This segment has a fundamental link
to economic activity. Corporate India’s revenue is estimated to have increased 7-9% in fiscal 2024 vis-à-vis 7-
7.5% growth for SMEs. In line with this, CRISIL MI&A Research estimates overall MSME credit growth to have
been a healthy 25-26% last fiscal and is projected to remain range bound at 24-26% this fiscal.
Real estate and corporate: The wholesale portfolios of NBFCs/HFCs are systematically being trimmed.
NBFCs/HFCs are collectively shifting their focus towards the retail business. This led to an estimated de-growth
of 4-5% in credit in fiscal 2024. CRISIL MI&A Research expects wholesale credit to further de-grow 1-3% this
fiscal, with real estate disbursement expected to pick up for a few NBFCs/HFCs.
Infrastructure (including PFC and REC): The infrastructure book of NBFCs grew 13.4% in fiscal 2023,
following a marginal growth of 2% in fiscal 2022 due to weak power demand amid the pandemic. The growth
momentum in fiscal 2023 was owing to investments in renewable power and a pickup in the transmission and
distribution (T&D) sector amid increased power demand. Book growth is estimated to have been 15-16% in fiscal
2024, driven by firm growth in power sector investments and the Revamped Distribution Sector Scheme (RDSS).
Additionally, REC has been appointed as the nodal agency to oversee the overall coordination and implementation
of the rooftop solarisation project announced in January 2024. Supported by the aforementioned factors, CRISIL
MI&A Research expects the NBFC infrastructure book to grow 15-16% in fiscal 2025.
Gradual improvement in asset quality

Note: E – estimated, P – projected

1) Green: <2.5%, amber: 2.5-7.5%, red: >7.5%
2) Asset quality in real estate and corporate loans is not meaningful due to the addition of contractual moratorium,
date for commencement for commercial operations extension, one-time restructuring, and player strategy to
reduce the wholesale portfolio
Source: Company reports, CRISIL MI&A Research

91
Asset quality continued to improve with strong economic activities and better collection efficiency, leading to a
reduction in gross non-performing assets (GNPA) in fiscal 2024. This was further helped by write-offs given the
comfortable capital buffers maintained by NBFCs.
Housing: In fiscal 2023, HFCs’ GNPA decreased ~100 bps as stress in the non-housing portfolios reduced owing
to the offloading of large parts of the wholesale portfolio by HFCs under the retailisation strategy, growth of
MSME businesses and stable incomes of the prime customers. According to CRISIL MI&A Research, GNPA is
estimated to have decreased 40 bps to 2.6-2.7% in fiscal 2024 as two large housing finance players wrote off
substantial portions of their real estate exposures and developers made record repayments along with continuing
retailisation strategy. GNPA is expected to improve to 2.3-2.5% in fiscal 2025.
Auto: The industry's stress levels, which peaked in fiscal 2021, returned to pre-pandemic levels with GNPA of
4.70% in March 2023. It is expected to improve further to 4-4.5% this fiscal supported by sustained
macroeconomic activity.
Gold finance: This is considered to be a safer segment from an asset quality perspective as players can improve
GNPA by auctioning gold collateral. Additionally, given the liquid nature of collateral and recent increase in gold
prices, the ultimate loss given default is expected to be modest. Gold loan NBFCs have loan to value (LTV) ratios
of 60-70%, which is a sufficient buffer for any price fluctuation. The overall GNPA increased in fiscal 2023 and
is estimated to have declined in fiscal 2024, driven by the performance of top players. Traditionally, GNPA has
been controlled via recoveries through gold auctions. However, since gold financing is an extremely customer-
centric business, gold auctions tend to be the last resort. Typically, NPAs are resolved through customer
repayments. Additionally, in case of GNPA, driven by migration of teaser loans to higher rates, further slippages
could be limited since much of the teaser loan book has already been migrated. CRISIL MI&A Research estimates
GNPA of gold loan NBFCs to have improved to 2.8-3.0% in March 2024 and is expected to moderate to 2.5-2.7%
this fiscal.
Microfinance: GNPA of the NBFC-MFI book stood at 2.90% in March 2023 after declining from a peak of 6%
in March 2022. Further, after continued decline in GNPA to 2.20% in the first half of fiscal 2024, the industry
witnessed an uptick of 20 bps taking GNPA to 2.40% as of December 2023. The increase was mainly attributed
to challenges faced by the lenders specifically in Tamil Nadu and Punjab, where collection efficiencies dropped
due to floods in both states and also loan waiver campaign in a few parts of Punjab. However, on-year, GNPA is
estimated to have moderated marginally to 2.3-2.4% in fiscal 2024 and is expected at 2.2-2.3% this fiscal.
MSME: Asset quality deteriorated in March 2021 due to Covid-19. Income of borrowers was impacted, which
worsened GNPA. However, with continued improvement in economic activity, better collection efficiency and
strong credit growth, GNPA level decreased in March 2022. In March 2023, the GNPA ratio for MSME loans
was 3.6%. Among various player groups, the asset quality is the best for private banks as of March 2023 because
they serve relatively low risk customers compared with NBFCs, which also serve customers with no documented
income. CRISIL MI&A Research estimates asset quality to have ranged 3-3.5% in fiscal 2024.
Real estate and corporate: The real estate and corporate segments experience higher stress than other segments
where NBFCs lend. In the first half of fiscal 2024, some NBFCs/HFCs performed a considerable number of
technical write-offs. However, GNPA crossed the 9% mark in fiscal 2023, ~250 bps lower on-year. CRISIL
MI&A Research estimates GNPA to have ranged 8-10% last fiscal.

Share of bank funding expected to moderate in the near to medium term for NBFCs
Bank and capital market borrowings interplay to evolve with transmission of rate hikes in a liquidity deficit
banking system

92
While the impact of risk weight circular is expected to result in increased cost of capital for NBFCs with exposure
to consumer lending segments, NBFCs rated A- and above and operating in these segments will also face the
additional impact on their borrowing cost from bank funding as banks pass on the increased cost of capital to
NBFCs. Higher lending rates by banks to NBFCs could spill over to corporate bonds through higher yields via
widening of credit spreads for NBFCs.
From a scale perspective, large NBFCs (with loan book > Rs 500 billion) have a higher capability to tap capital
markets and raise bonds and debentures for their funding requirements due to a strong market presence, larger
scale of operations and better ratings. However, after the NBFC crisis in fiscal 2019, the share of bonds in the
borrowing mix has been declining; it dropped from 52% in fiscal 2018 to 37% in fiscal 2023. Correspondingly,
the share of bank borrowings continued to increase.
With softer policy rates abroad, large NBFCs have also tapped overseas funding options through the external
commercial borrowing (ECB) route. As a result, ECBs held a 6% share in the borrowing mix in fiscal 2022
compared with 2% in fiscal 2018. However, with reversal of interest rates in fiscal 2023 and most central banks
adopting aggressive rate hikes, the share of ECBs declined to 4% end-fiscal 2023, with some NBFCs even opting
to prepay their ECB/foreign currency borrowings. Refinance from NHBs occupied a small but steady share in
large NBFCs.
Meanwhile, small and medium-sized NBFCs depend on term loans as the principal source in their borrowing mix.
In addition, the share of deposits is lower as a higher share of small and medium-sized NBFCs are non-deposit
taking. With limited access to capital markets compared with large NBFCs, impacted further during the liquidity
crisis, these NBFCs have become more dependent on banks and financial institutions for funding. Hence, the
share of term loans has increased rapidly in small and medium-sized NBFCs after the crisis. Notably, there was a
small decline in the share of bank borrowings in fiscals 2021 and 2022, when interest rates were low, capital
markets offered attractive yields and the share of bonds increased.
In addition, short-term borrowings from commercial papers (CPs) reduced across NBFCs and were replaced by
short-term loans from banks. With interest rate repricing in benchmark-linked bank borrowings, the share of CPs
could pick up if short-tenure yields normalise.
Bank funding to NBFCs is expected to moderate in the near to medium term with the impact of RBI circular and
further transmission of rate hikes accelerated by deficit liquidity in the banking system.
Share of bank lending to NBFCs declined 30 bps to 9.4% in FY24

20.00 12.0%

18.00

9.7%
9.2% 15.48 10.0%

16.00
8.7% 8.6%
9.4%
14.00 7.5% 13.31
8.0%

6.2% 6.5%
10.22
12.00

5.2% 5.5% 9.57 9.49

10.00
5.1% 6.0%

8.00
7.35
5.69 4.0%

6.00

4.04 4.48
4.00 2.94 3.12
2.0%

2.00

- 0.0%

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24

Banks lending to NBFCs (Rs trillion) Share of lending to NBFCs in overall bank exposure

Source: Company reports, CRISIL MI&A Research

Banks credit exposure to NBFCs is estimated to have increased 16% on-year to Rs 15.5 trillion in fiscal 2024
from Rs 13.3 trillion in fiscal 2023. On the other hand, the share of NBFCs in the overall credit exposure is
estimated to have declined to 9.4% from 9.7% during the period. The moderation was driven by a dynamic
management of banking liquidity which saw lending rates of the overall banks increase and the added impact of
the RBI’s risk weight circular. The weighted average lending rates on outstanding rupee loans for banks increased
from 8.72% in April 2022 to 9.81% in February 2024 (9.83%, if HDFC merger is excluded). Hardening in bank
lending rates in relation to other funding avenues such as domestic capital markets and ECBs could lead to further
moderation in the share of bank borrowings going forward.
Bank lending to NBFCs has almost doubled in the past 10 years. More recently, amid increasing interest rates,
term loans of banks became the preferred source of borrowing as the rates transmitted to bank lending rates with
a lag.
Mutual funds’ exposure to NBFCs remains low

93
 4.00
17.6% 16.6% 18.0%

15.9%
3.50

14.0% 14.5% 16.0%

14.0%

3.00

11.3%
10.5% 10.2% 10.3% 12.0%

2.50

2.24 2.17 9.3% 9.4%

10.0%

1.80 1.87
2.00

1.70
1.38 1.49 1.46 8.0%

1.50

1.20
1.01 6.0%

1.00

0.71 4.0%

0.50
2.0%

- 0.0%

FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY 22 FY23 9MFY24

Mutual funds exposure to NBFCs (Rs trillion) Share of lending to NBFCs in overall Mutual Funds exposure

Source: Securities and Exchange Board of India, CRISIL MI&A Research

Note: Exposure refers to debt mutual funds
The IL&FS crisis in fiscal 2019 led to funds becoming extremely cautious towards investing in NBFCs. Exposure
declined from ~18% in fiscal 2018 to 10% in fiscal 2022, and this trend is expected to continue in the medium
term. Large NBFCs that showcased strong performance and resilience in fiscal 2022, and small and medium-sized
NBFCs to some extent, are expected to drive mutual fund investments in NBFCs going forward. This is unlike
prior to fiscal 2019, when bulk of the investments were in small and medium-sized NBFCs, which in turn
aggressively pursued growth.
Mutual funds’ exposure to NBFCs totalled Rs 1.87 trillion in 9MFY24, constituting 10.3% of the total mutual
fund exposure.
Non-convertible debenture issuances remain a monitorable
HDFC merger and interest rate volatility dampened NCD issuance momentum in the recent quarters
NCD issuances (Rs billion)

1,349

1,040
926 920
828
702
590 577
480 479 518
416 372 402 355
211

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4(Till
Feb-24)
FY21 FY22 FY23 FY24

Note: Above data represents trend for key 160 NBFCs forming more than 95% of loans and advances of estimated
NBFC sector outstanding
Source: F’ track, monthly portfolio disclosures by mutual funds, CRISIL MI&A Research

NCD issuances plummeted after the first quarter of fiscal 2024, impacted by the HDFC merger as a significant
issuance was made by HDFC Ltd in May (~37%) and June 2023 (~31%) out of the total issuances of NCDs.
Subsequently, the company merged with HDFC Bank with effect from July 2023.
In January of fiscal 2024, the total amount of issuances plummeted to Rs 287 billion, but February recorded 33%
growth sequentially, with Bajaj Finance Ltd, Aditya Birla Finance Ltd and Sundaram Finance Ltd collectively
accounting for ~42% of these issuances.
NCD issuances in the retail segment perform better than wholesale

94
 Segment-wise NCD issuances (Rs billion)
1,258
1,200

970
1,000
899
807
800

567 605
427 462
600

400

211
151 108 126 142 121 153 100
200

41 29 31 25 63 64 15 43 46
7 8
-

HFCs Auto Infra Wholesale Diversified Affordable Gold MicroFinance Education

HFCs

FY21 FY22 FY23

Note: Top 100 companies by AUM considered for issuances

Source: CRISIL MI&A Research
In fiscal 2023, NCD issuances surpassed fiscal 2020 levels across all retail segments, with the highest increase in
education loans on a low base of fiscal 2022. Issuances also picked up in the wholesale segment, driven by
infrastructure finance issuers.
Market broad basing continues with entry of newer originators, including banks
Securitisation issuance crossed the Rs 500 billion mark in the fourth quarter, driving the total to a record high of
Rs 1.9 trillion in fiscal 2024, matching the peaks of fiscals 2019 and 2020. This growth was partly fuelled by
policy interventions, including government-backed partial credit guarantee schemes for NBFCs.

The number of originators involved in securitisation transactions increased to 165, completing ~1,100 transactions
in fiscal 2024, compared with 160 originators and ~1,000 transactions in fiscal 2023. Despite the exit of a major
HFC originator from the market, due to its merger with a bank in the second quarter of fiscal 2024, the overall
market activity surged, with the growth rate exceeding 5%. Growth adjusted for the significant HFC's volume
reached ~27%.

This trend is expected to persist as NBFCs seek to diversify their funding sources following regulatory changes
that increased risk weights for bank lending to them. Vehicle loan securitisation dominated the market share in
fiscal 2024, accounting for 43%, compared with 31% in fiscal 2023. Microfinance contributed 16%, business loan
securitisation doubled to 11% from 5%, while personal loan reached 5% from 4%. In fiscal 2025, the volume mix
is projected to shift towards these asset classes, driven by high expectations of credit growth and recent regulatory
and corporate actions impacting gold loan and mortgage securitisation.

Among investor groups, banks continued to dominate the market, with those in the private sector accounting for
41% of volume, public sector 28% and foreign 20%. Private sector and foreign banks continue to favour pass-
through certificates (PTCs), while public sector banks predominantly acquire pools via the direct assignment
route. NBFC investors accounted for 8% of the volume. The market also saw participation from other investors
such as mutual funds (in PTCs backed by secured vehicle and business loans), insurance companies (in mortgage-
backed PTCs) and alternate investment funds (in PTCs across various asset classes).
Securitisation volume unaffected, while non-mortgage loans gain popularity, with PTC expanding its
market share

95
 4% 9% 7%
12% 16% 15% 3% 13%
10% 5% 11%
1%
11% 10% 8%
11%
15% 16%
42%
24% 37%
27%
30%
31%
43%

44% 49% 40%

35% 35%
33%
17%
FY19

FY20

FY21

FY22

FY23

FY24
FY 18

Mortgage Vehicle Microfinance Gold Small Business Loans Others (PL & others)

Source: CRISIL Ratings

Securitisation volume in fiscal 2024 matches peak of 2020, reaches Rs 1.9 lakh crore
Securitisation volume (Rs billion)
650
554 560 550
526
500
456 444 450
400 400 400
372 350
300 290
260
200
134
62
Q2
Q1

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4
FY20 FY21 FY22 FY23 FY24
Rs 1,908 bn Rs 900 bn Rs 1,350 bn Rs 1,800 bn Rs 1,900 bn

Source: CRISIL Ratings

Gearing comfortable across NBFCs
Comfortable gearing provides cushion for accelerated growth
6.0

5.2
5.5

5.0
5.0

4.6
4.5
4.5

4.0
4.3
4.1
4.0
3.5

3.0

FY18 FY19 FY20 FY21 FY22 FY23

Reported Gearing Average Gearing for the period

96
Note: 100+ NBFCs covered (including HFCs) constituting 81% of the total NBFC market size (excluding PFC,
REC and HDFC)
Source: CRISIL MI&A Research
During the pandemic, NBFCs underwent a deleveraging phase as they became cautious in lending to preserve
asset quality, which constrained the growth of assets under management (AUM). As a result, gearing declined to
4.0x as of March 2023 from 5.2x as of March 2019. The decline was further supported by healthy internal accrual
post the pandemic, which was a result of pent-up credit demand and low interest rate environment. The pent-up
demand drove AUM growth, especially across higher yielding segments, which positively impacted profitability.
The low-interest environment translated into lower cost of funds (COF), resulting in higher spreads, which further
had a positive effect on profitability. Additionally, segments such as microfinance and affordable housing finance
(AHF) also saw equity infusions from impact funds and private equity funds, which further supported gearing in
their respective segments.
While gearing as of March 2023 remained below the average of 4.5x between fiscals 2020 and 2023, it provides
NBFCs a launchpad for accelerated credit growth and a cushion for any asset quality-related shocks in future.
Noting the exuberant growth of unsecured lending against the backdrop of a rising interest rate environment, RBI
introduced the risk weight circular as a deterrent to the growth of unsecured loans. As per the circular, the risk
weights of all consumers loans for both banks and NBFCs (including credit card receivables) was increased by
25%, excluding loans on housing, vehicle, education and gold. Additionally, the risk weights for exposure by
banks to NBFCs where the extant risk weight of the NBFC is below 100% was also increased by 25%.
In response, banks faced an impact of ~85 bps on capital adequacy, whereas the impact was as high as ~200-400
bps for key NBFCs operating in the consumer lending segments. Larger NBFCs rated A- and above and operating
in these segments will also face the additional impact on their borrowing cost from bank funding as capital cost
for the same increases for banks. Such an increase in COF for these NBFCs could also drive demand for
securitisation and co-lending. This could accelerate capital raises by entities for managing loan book growth,
while maintaining adequate capital buffers. In short, this could lead to higher capital requirements by the lenders.
Profitability expected to be resilient even as COF inches up
Net interest margin protected by marginal pass on of rising interest rates and deleveraging in fiscal 2023

97
Note: 100+ NBFCs covered (including HFCs) constituting 81% of the total NBFC market size (excluding PFC,
REC and HDFC)
Source: Company reports, CRISIL MI&A Research
With reversal in the interest rate cycle, the yields and COF are estimated to have increased in fiscal 2023, owing
to rising interest rates. Notably, the RBI hiked the policy rate by 250 bps taking repo to 6.50% before a pause in
April 2023. This has impacted both the cost of borrowings and yields across sectors and, in turn, net interest
margins (NIMs) and return on assets (RoAs).
Historically, borrowing costs, yields and spreads have varied significantly across large, medium-sized and small
NBFCs. The NBFCs were able to better transmit the hike in interest rates to their borrowers with varying degrees
with small NBFCs hiking their yields the highest in fiscal 2023 from 2022. The small group comprised NBFCs
such as NBFC-MFIs and AHFs, which typically have better pricing power, compared with other NBFCs. There
was a marginal uptick in the costs of funds for NBFCs at various scales with the partial transmission of rate hikes
during the same period. In line with yields, small NBFCs reported the highest increase in spreads in fiscal 2023,
compared with fiscal 2022, Additionally, the gearing for large and small NBFCs declined, while increasing for
medium NBFCs in fiscal 2023, compared with fiscal 2022. With the increase in spreads and decline in gearing,
NIMs expanded by ~50 bps each for large and medium NBFCs, respectively, in fiscal 2023, compared with fiscal
2022. NIMs expanded by 30 bps for medium-scale NBFCs. Further, the extent of the impact of the RBI circular
on COF and consequently NIM will be monitorable.
RoA for large NBFCs increased in fiscal 2023 by ~40 bps against fiscal 2022, driven by expansion in NIM and
decline in credit costs. RoAs for small NBFCs declined by 190 bps in fiscal 2023, aided by high provision
writebacks and expansion in credit costs. RoA for medium NBFCs compressed ~20 bps in fiscal 2023, compared
with fiscal 2022, driven by high operating costs despite a modest decline in credit costs and expansion in NIMs.

98
Scale-wise drivers of NIM
1) Spreads

99
 2) Gearing

Gearing
7.0
6.3
5.8 5.6
6.0

5.1
4.8 4.7
5.0

4.0

4.9 4.8
4.3
3.0

3.8 3.7 3.9

3.0
2.7
2.0

2.6 2.4
1.0
2.3 2.3

FY18 FY19 FY20 FY21 FY22 FY23

Large NBFCs Medium NBFCs Small NBFCs

Note: 1) Large NBFCs are defined as those having loanbook greater than Rs 500 billion, medium-size NBFCs
are defined as those with loanbook smaller than Rs 500 billion and larger than Rs 100 billion and small NBFCs
are defined as those with loanbook smaller than Rs 100 billion
2) 100+ NBFCs covered (including HFCs) constituting 81% of the total NBFC market size (excluding PFC, REC
and HDFC)
Source: Company reports, CRISIL MI&A Research
Profitability to inch up on account of improved NIMs

100
Note: The above ratios are calculated on average total assets
Source: Company reports, CRISIL MI&A Research
Improved NIMs and controlled credit costs are the key reasons for improving or stable profitability outlook in
future. In fiscal 2023, the MFI segment, which typically has more pricing power, could improve its NIM.
Similarly, the housing segment also improved its NIM, owing to the floating nature of its loan book where it was
able to pass on the increase in rates to its customers faster. However, competition from banks and subdued credit
demand resulted in NIM compression for the gold segment.
The overall yield and COF for the retail segment are estimated to have gone up in fiscal 2023, due to increasing
interest rates. However, the amount of pass-on has been distinct across all segments on account of the level of
competition, nature of asset class and segmental credit demand.
The impact of RBI circular on risk weight circular on COF and consequently, NIM and RoA, will be a key
monitorable.
Housing: With the aggressive 250 bps repo rate hike in fiscal 2023, the yield on assets increased ~50 bps and the
weighted average COF ~20 bps, leading to margins and RoA improving to 3.3% and 1.9%, respectively. CRISIL
MI&A Research expects the yield on assets to have improved by 30 bps at 9.5% with the weighted average COF
to rise by 50 bps to 6.4%, causing the margins to fall by 10 bps at 3.2% and ROA to remain stable between 1.9%-
2.0% in fiscal 2024. The weighted average cost of borrowing is expected to marginally fall by 10 bps to 6.3% in
fiscal 2025, owing to a likely drop in the repo rate. However, the yield on assets will rise by 10 bps, due to a lag
in the transmission of rates to the final customer translating to a rangebound ROA of 1.9- 2.1%.
Gold finance: The pressure of competition on NIMs of gold loan NBFCs has been offset to some extent with the
revival of credit growth. With majority of the teaser loans having been reduced, the yields may have bottomed
out. However, at a structural level, the yields will continue to be lower than the pre-pandemic levels in the near-
to-medium term, somewhat offset by the steady credit growth at a higher rate of interest. On the other hand, the
COF is expected to inch up with further repricing of bank borrowings. Fierce competition, coupled with expansion
activities, resulted in higher advertisement and employee benefit costs, keeping the operating costs elevated.
Given the improvement in NIM, owing to the aforementioned factors, RoA is estimated to have improved to 4.8%
in fiscal 2024, compared with 4.7% in fiscal 2023, and is further expected to improve to 5.1% in fiscal 2025.
Microfinance NBFCs: NIMs improved by 140 bps in fiscal 2023 and are expected to have improved further by
~60 bps in fiscal 2024, with the increasing share of incremental portfolio having originated at higher rates post
the implementation of new regulations in fiscal 2023. The credit costs pertaining to the pandemic-related stressed
asset quality stabilised in fiscal 2023 at 2.4% from a high of 3.9% in fiscal 2021. With most of the credit costs for
stressed assets being absorbed in the past fiscals, the residual credit costs on account of these assets are expected
to be lower. Hence, credit costs are expected to have declined to 2% in fiscal 2024 and likely to reduce further to
1.8% in fiscal 2025. Overall, CRISIL MI&A Research expects the RoA to have improved to ~4.0% in fiscal 2024
and reach ~4.1% in fiscal 2025, supported by reducing credit cost and improving NIM.

101
Gold finance - Review and outlook
Credit growth of gold loan NBFCs rose in fiscal 2024 despite shrinking market share
Banks dominate the gold loan segment

Book (Rs bn) CAGR Growth Growth in

Type Share (FY24E)
FY24E (FY20-FY24E) in FY24E FY25P

NBFCs 21% 1,551 14.5% 13-15% 11-13%

Banks 79% 5,972 28.2% 23-25% 19-21%
Overall 100% 7,523 24.7% 21-23% 17-19%
Note: E — estimated; P — projected
Source: Company reports, CRISIL MI&A Research
The overall gold loan segment (banks and NBFCs combined) is estimated to have expanded 21-23% in fiscal
2024, trending above the 20.9% compound annual growth rate (CAGR) logged between fiscals 2019 and 2023.
While credit growth of banks in the segment is estimated to have normalised, that of NBFCs is estimated to have
recovered, leading to healthy growth in the overall segment in fiscal 2024, primarily driven by increasing gold
prices, an inherently better asset quality performance and better rates of interest.
In fiscal 2025, the overall segment is expected to grow a further 17-19%. Gold loan NBFCs will continue to lose
market share to banks amid intense competition in the segment even as their disbursements are expected to
recover. Disbursement growth is expected to continue, albeit at a normalised rate.
Gold loan AUM to normalise

10,0 00

45.4% 50. 0%

8,802-8,953
9,00 0 45. 0%

8,00 0 7,474-7,598 40. 0%

7,00 0

6,177 35. 0%

5,094
6,00 0 30. 0%

5,00 0
4,526 20.8% 21-23% 25. 0%

17-19%
3,113
4,00 0 20. 0%

2,890 12.6%
3,00 0 15. 0%

7.7%
2,00 0
15.2% 10. 0%

1,00 0 5.0 %

- 0.0 %

FY19 FY20 FY21 FY22 FY23 FY24E FY25P

Gold loan AUM (Rs. Bn) % Y-o-Y growth

Note: 1) E — estimated; P — projected

2) Includes agricultural lending by banks with gold as collateral
Source: Company reports, CRISIL MI&A Research
The firming up of gold prices in India on account of elevated inflation, a global economic slowdown, rupee
depreciation and an increase in gold import duty could support the loan-to-value (LTV) ratio of lenders. Rising
prices also create headroom for further credit growth.
The customer shift from unorganised to organised players will also support credit growth, largely because
unorganised players charge exorbitant rates of interest and provide little clarity on valuation of gold and LTV.
Also, there is no assurance that the pledged asset will be returned.
CRISIL MI&A Research believes organised financiers will see their share grow, driven by increasing gold loan
penetration in the country through geographical diversification and wider popularity of this mode of financing.
• Organised gold loan penetration in India (computed as gold stock with organised financiers divided by the
total gold stock in India) is estimated at ~7% as of March 2023, indicating significant headroom for organised
gold loan market growth. It is expected to deepen due to wider geographical diversification, a growing branch
network and increasing keenness of households to monetise their gold holdings for personal and business
needs. The increase in gold prices and expectations of micro enterprises to fund their working capital
requirements through these loans are also expected to boost gold financing growth
• According to CRISIL MI&A Research, owing to increasing awareness about the benefits of availing gold
loans from the organised segment, the share of organised gold loan financiers increased from 56-58% in fiscal

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 2017 to ~61% (in terms of value) in fiscal 2023. The trend is expected to continue and the share of organised
players is likely to improve further to ~63% in the near to medium term
The organised segment has been using digital and online platforms, along with phygital (combination of physical
and digital) modes to do business. In fact, the growing uptake under these modes is expected to be the primary
growth driver.
Market share interplay between banks and gold loan NBFCs
Banks have enjoyed a majority share in the domestic gold loan business historically. Their share increased
significantly whenever there was a major disruption in the financial markets, such as the Global Financial Crisis
of 2008, the taper tantrum of fiscal 2014 and the onset of the pandemic in fiscal 2021. Banks perceive gold as a
product with relatively better asset quality as it is a liquid collateral. Not only does it offer a higher rate of interest
but also, gold prices are likely to increase. In fiscal 2021, during the peak of the pandemic, an increase in the
regulatory cap on LTV to 90% for a year provided banks further incentives to focus on the safer gold loan segment.
After fiscal 2021, despite lowering of the regulatory cap on LTV to 75%, banks continued to grow in the segment,
as the country reeled under the impact of the second pandemic wave and subsequent reimposition of lockdowns.
The major focus of banks has been on growing the agri-gold loan book which is also given priority sector lending
(PSL) benefits.
With banks aggressively focusing on the segment, gold loan NBFCs have seen a sustained reduction in their share,
including in the last fiscal. Banks are competing in the gold loan segment by focussing on agri-gold loans, which
qualify for priority sector lending, along with offering lower interest rates to existing-to-bank (ETB) customers in
higher ticket sizes. Gold loan NBFCs compete on turnaround time (as low as 5-15 minutes), service levels and
ease of processing.
Even as NBFCs are expected to further lose market share this fiscal, the overall gold loan segment is expected to
continue to expand with banks leading credit growth, at least in the near term.
Banks to continue to outpace NBFCs, gain market share in the near to medium term
100%

20%
90%

24% 22% 23% 25% 26% 26% 25% 26% 25% 22% 20% 19%
32% 34% 27% 29%
80%

70%

60%

50%

80%
40%

76% 78% 77% 75% 74% 74% 75% 74% 75% 78% 80% 81%
68% 66% 73% 71%
30%

20%

10%

0%

FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24E FY25P

Banks NBFCs

Note: 1) E — estimated; P — projected

2) Includes agricultural lending by banks with gold as collateral
Source: Company reports, CRISIL MI&A Research

NBFCs compete on operating efficiency, turnaround time and local connect while managing risks
Despite banks having a competitive advantage by offering gold loans at a lower cost, NBFCs have been trying to
compete through aggressive branch expansion and a sharper focus on customer experience. They focus more on
the gold loan business and have, accordingly, built their service offerings by investing significantly in manpower,
systems and processes in line with customer needs. Some key features are listed below:
1. Lower turnaround time and less documentation: The borrower generally wants to get the loan disbursed
as quickly as possible. Availability of well-trained and experienced employees in assessment and valuing
gold helps NBFCs disburse loans faster than banks
2. Wider reach and better local connect: NBFCs have a wider and deeper reach geographically, especially in
rural and semi-urban regions, where the demand for gold loans is higher
3. Risk management process: Most NBFCs have put in place a comprehensive and robust risk management
process based on their experience and considering the key risks involved. These include steps to prevent
fraud, ensure safety of the gold stored and recoup losses from possible non-performing assets
Growth in NBFC gold loan disbursals moderated further in fiscal 2023, owing to increased competition from
banks and lower rural credit demand. Also, as cash flows improved following a rebound in economic activity,
borrowers began repaying the loans and redeeming their gold. However, with a recovery in rural credit demand,
expansion and optimisation of gold loan branches, credit growth is estimated to have recovered in fiscal 2024.

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Loan book growth of gold loan NBFCs to improve amid rising gold prices
2,000 28% 30%

1,800
1,722-1,753
23% 1,538-1,565 25%

1,600

1,361
1,400
CAGR – 16% 1,290 20%

1,200
1,160
13-15%
903
11-13%
1,000 15%

734 11%
800

15% 10%

600

5%
400

5%

200

- 0%

FY19 FY20 FY21 FY22 FY23 FY24E FY25P

NBFC gold loan AUM (in Rs. Billion) Growth% (Y-o-Y)
Note: P — projected
Source: Company reports, CRISIL MI&A Research
Looking to compete more effectively with banks and fintechs, gold loan NBFCs are expanding their reach and
customer base through focused marketing strategies, and also by increasing advertising and employee incentives.
They are also working towards ringfencing their high-value customer base (loans >Rs 2 lakh), which is targeted
by the banks, and expanding to cater to rural low-income customers. The majority of customer base of gold loan
NBFCs, though, remains stable, as banks typically cater to higher ticket sizes.
NBFC growth logged a 16% CAGR between fiscal 2019 and fiscal 2023 despite marginal growth of 5.5% in fiscal
2023. CRISIL MI&A Research estimates credit growth of gold assets under management (AUM) to have risen
13-15% in fiscal 2024 and projects growth of 11-13% in fiscal 2025 on account of branch expansion and
optimisation, expected firming up of gold prices and an increase in credit demand from the target consumer
segment of NBFCs.
The average ticket size of gold loans has been rising over the past five years, as higher gold prices have created
headroom for incremental credit due to lowering of the LTV ratio. Since the LTV ratio for NBFCs is capped at
75%, the increase in average ticket size suggests a rise in the gold loan portfolio owing to higher gold prices.
Thus, AUM growth is also led by an increase in ticket size, in addition to higher volumes.
Increase in average ticket size contributed to loan book growth
Average ticket size (Rs lakh) FY19 FY20 FY21 FY22 FY23
Manappuram Finance 0.33 0.39 0.45 0.57 0.58
Muthoot Finance NA NA 0.61 0.69 ~0.70
IIFL Finance 0.58 0.56 0.59 0.70 0.63
Source: Company reports, CRISIL MI&A Research

Credit growth of top two gold loan NBFCs accelerates further on-year in the third quarter of fiscal 2024
Muthoot Finance and Manappuram Finance together enjoyed a 60% share of the NBFC gold loan market as of
March 2024 and Muthoot Fincorp, IIFL Finance, Shriram Finance, Muthoot Mini Financiers, Bajaj Finance and
Kosamattam Finance were the other key players. The top two have an established franchise, a strong regional
presence and a good branch network and reach. However, intense competition from banks and improving cash
flow of borrowers have been challenging their growth.

104
 35.0%

31.2%
30.0% 27.4%
24.1%
25.0%
21.8%
22.9%
20.0%

16.6% 19.0%
21.4%
15.0%

14.8% 12.4%
10.8% 10.2%
10.0%
7.5%
10.5% 9.2%
4.4%
5.0%

0.0%
4.7%

-5.0%
-4.8%
-10.0%

FY19 FY20 FY21 FY22 FY23 Q3 FY24

Muthoot Finance Manappuram Aggregate growth

Source: Company report, CRISIL MI&A Research

The top two companies have taken various steps to maintain their market share. Apart from making significant
investments in marketing and employee benefits, they also introduced teaser loans in fiscal 2022. Subsequently,
a majority of teaser loans were closed or migrated to higher interest rates as of March 2023.
Specialised gold loan NBFCs have a focused approach and their technological initiatives enable customers to
transact online.
But amid increased competition from banks, along with higher gold prices, their performance will remain a key
monitorable in the near to medium term.
Market share shift among gold loan NBFCs

Source: Company reports, CRISIL MI&A Research

Southern India retains a major share of AUM

Southern India will continue to have a dominant share in AUM of gold loan NBFCs, though the players will
increase their penetration in other regions. Changing consumer perception of gold loans, driven by increasing
awareness and funding requirements, will give an impetus to the sector in the other regions.

105
 Region-wise share of AUM of top two players Region-wise share of branches in fiscal 2023
60%

52% 52% 53% 53% 51%

50%

14%
40%

8%
30%

20% 20% 21% 21% 22%

20%

17% 61%
19% 18%
10%
17% 17% 17%
9% 10% 9% 9% 10%
0%

FY19 FY20 FY21 FY22 FY23

South North East West South North East West

Note: Aggregate includes Muthoot Finance and Manappuram Finance

Source: Company reports, CRISIL MI&A Research
Demand for gold loans higher in southern states
Southern states accounted for 50-55% of the overall gold loan AUM over the past five years due to the following
factors:
• Gold owners in the region have better awareness about the utility of the yellow metal as a collateral to
raise funds.
• The region has seen the origination and establishment of gold loan franchisees, which have devised
simple procedures that ensure quick loan disbursement.
• Though the south continues to dominate, several players have been shifting focus to untapped markets
in the eastern and western regions, where there are fewer branches, but they provide an incremental
growth opportunity.

106
 OUR BUSINESS

In this section, any reference to “we”, “us” or “our” refers to Kosamattam Finance Limited. Unless stated
otherwise, the financial data in this section is as per our Audited Financial Statements and the Unaudited
Financial Result set forth elsewhere in this Prospectus.

The following information should be read together with the more detailed financial and other information
included in this Prospectus, including the information contained in the chapter titled “Risk Factors” and
“Industry Overview” beginning on pages 20 and 79.

Overview

We are a non-deposit taking NBFC – Middle Layer primarily engaged in the Gold Loan business, lending money
against the pledge of household jewellery (“Gold Loans”) in the state of Kerala, Tamil Nadu, Karnataka, Andhra
Pradesh, Delhi, Maharashtra, Uttar Pradesh and Telangana along with the Union Territory of Puducherry. Our
Gold Loan portfolio for the financial years ending on March 31, 2024, March 31, 2023 and March 31, 2022
comprised of 9,16,040, 8,82,414, and 8,10,711, gold loan accounts, respectively, aggregating to ₹ 4,88,665.31, ₹
4,45,407.85 lakhs, and ₹ 3,65,802.24 lakhs , respectively, which is 98.92%, 98.68%, and 98.52% of our total loans
portfolio as on those dates. As on June 30, 2024, we had a network of 987 branches spread in the states of Kerala,
Tamil Nadu, Karnataka, Andhra Pradesh, Delhi, Maharashtra, Uttar Pradesh and Telangana along with the Union
Territory of Puducherry and we employed 3842 persons in our business operations. We belong to the Kosamattam
Group led by Mathew K. Cherian. We are headquartered in Kottayam in the state of Kerala.

We are registered with RBI as a systemically important, non-deposit taking NBFC (Registration No. B-16.00117
dated December 19, 2013) under Section 45 IA of the RBI Act. Further, we also have a Full-Fledged Money
Changers (“FFMC”) license bearing number FE.KOC.FFMC.40/2006 dated February 07, 2006 which is valid up
to February 28, 2025.

The Kosamattam group was originally founded by Nasrani Varkey. His great grandson, Mathew K. Cherian, the
present Chairman and Managing Director of Kosamattam Group is a fourth-generation entrepreneur in the family.
Under his able leadership, our Company is emerging as a prominent Gold Loan business company with 987
branches, as on June 30, 2024, largely spread across southern India.

Gold Loan is the most significant product in the product portfolio of our Company. Our Gold Loan customers are
typically businessmen, vendors, traders, farmers, salaried individuals and families, who for reasons of
convenience, accessibility or necessity, avail of our credit facilities by pledging their gold jewellery with us under
our various gold loan schemes. These Gold Loan schemes are designed such that higher per gram rates are offered
at higher interests and vice versa, subject to applicable laws. This enables our customers to choose the Gold Loan
scheme best suited to their requirements. These Gold Loan schemes are revised by us, from time to time based on
the rates of gold, the market conditions and regulatory requirements. Our Gold Loans are sanctioned for a tenure
of upto 12 months, with an option to our customers to foreclose the Gold Loan. Our average Gold Loan amount
outstanding was ₹53,345, ₹ 50,476, and ₹ 45,121 per loan account, for the financial years ended on March 31,
2024, March 31, 2023 and March 31, 2022, respectively. For the financial years ended March 31, 2024, March
31, 2023 and March 31, 2022, our yield on Gold Loan assets were 17.67%, 18.47% and 17.70% respectively.

For the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 our total income was
₹85,893.72, ₹ 78,254.08 lakhs and ₹ 62,478.73 lakhs, respectively. Our profit after tax for the financial years
ended March 31, 2024, March 31, 2023 and March 31, 2022 was ₹11,407.11, ₹ 10,699.30 lakhs and ₹ 7,892.07
lakhs, respectively. For the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, revenues
from our Gold Loan business constituted 96.00%, 96.82%, and 96.38% of our total income for the respective year

In addition to the core business of Gold Loan, we also offer fee based ancillary services which includes
microfinance, money transfer services, foreign currency exchange, power generation, agriculture and air ticketing
services.

Structure of the group

Not Applicable as our Company has no subsidiaries.

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Key Operational and Financial Parameters

A summary of our key operational and financial parameters for the last three completed financial years are as
given below:

Standalone Basis (₹ in lakhs)

Fiscal year Fiscal year Fiscal year
Particulars 2024 2023 2022
BALANCE SHEET
Assets
Property, Plant and Equipment 11,901.07 12,015.75 12,204.96
Financial Assets 5,61,541.47 5,08,478.04 4,28,114.69
Non-financial Assets excluding property, plant
22,238.51 21,684.83
and equipment 14,090.85
Total Assets 5,95,681.05 5,42,178.62 4,54,410.50

Liabilities
Financial Liabilities
- Derivative financial instruments 0.00 0.00 0.00
-Trade Payables 48.81 6.94 240.70
-Other Payables 172.24 706.89 144.67
- Debt Securities 2,17,729.21 2,38,506.31 2,23,564.73
-Borrowings (other than Debt Securities) 2,49,451.19 1,93,222.36 1,31,944.31
-Subordinated liabilities 32,929.65 30,026.06 30,014.98
-Lease Liabilities 4,093.85 4,163.59 3,911.13
-Other financial liabilities 223.65 301.13 400.98

Particulars Fiscal year Fiscal year Fiscal year

2024 2023 2022
Non -Financial Liabilities
-Current tax liabilities (net) (1,604.79) (994.75) (1,562.56)
-Provisions 861.33 807.94 726.95
-Deferred tax liabilities (net) (1,292.64) (1,260.76) (916.06)
-Other non-financial liabilities 309.17 291.20 238.25

Equity (Equity Share Capital and Other Equity) 92,759.39 76,401.71 65,702.42
Total Liabilities and Equity 5,95,681.05 5,42,178.62 4,54,410.50

PROFIT AND LOSS

Revenue from operations 85,783.84 78,222.21 62,464.65
Other Income 109.88 31.87 14.08
Total Income 85,893.72 78,254.0 62,478.73

Total Expense 70,466.25 63,717.94 51,753.50

65
Profit after Tax for the year 11,407.12 10,699.30 7,892.07
Other Comprehensive income 37.12 (6.08) (107.59)
Total Comprehensive Income 37.12 (6.08) (107.59)
Earnings per equity share (Basic) 5.10 4.94 3.83

108
 Earnings per equity share (Diluted) 5.10 4.94 3.83

CASH FLOW
Net cash from/used in (-) operating activities (34,053.04) (73,285.07) (37,899.93)
Net cash from/used in (-) investing activities (6,226.19) (6,079.51) (8,900.58)
Net cash from/used in (-) financing activities 39,245.17 75,834.91 37,743.62
Net increase/decrease (-) in cash and cash
(1,034.08) (3,529.68) (9,056.89)
equivalents

Cash and cash equivalents as per Cash Flow 2,738.22 3,772.30 7,301.97
Statement as at end of Half Year

ADDITIONAL INFORMATION
Net worth 92,756.94 76,399.26 65,699.56
Cash and cash equivalents 2,738.22 3,772.30 7,301.97
Loans (AUM) 5,31,034.74 4,84,569.06 4,00,725.00
Loans (Principal Amount) 0.00 0.00 0.00
Total Debt to Total Assets 0.84 0.85 0.84
Interest Income 85,399.12 77,851.56 62,126.39
Interest Expense 51,163.54 43,330.53 36,915.29
Impairment on Financial Instruments 1,013.12 2,806.07 569.59
Bad Debts to Loans 0.03% NA NA
% Stage 3 Loans on Loans 1.44% 1.58% 1.55%
% Net Stage 3 Loans on Loans 0.52% 0.68% 0.95%
Tier I Capital Adequacy Ratio (%) 16.16% 14.56% 14.45%
Tier II Capital Adequacy Ratio (%) 2.26% 3.15% 4.20%

Consolidated Basis

Fiscal year Fiscal year Fiscal year

Particulars 2024 2023 2022
BALANCE SHEET
Assets
Property, Plant and Equipment 11,901.07 12,015.75 12,204.96
Financial Assets 5,61,541.47 5,08,478.04 4,28,114.69
Non-financial Assets excluding property, plant
22,238.51 21,684.83
and equipment 14,090.85
Total Assets 5,95,681.05 5,42,178.62 4,54,410.50

Liabilities
Financial Liabilities
- Derivative financial instruments 0.00 0.00 0.00
-Trade Payables 48.81 6.94 240.70
-Other Payables 172.24 706.89 144.67
- Debt Securities 2,17,729.21 2,38,506.31 2,23,564.73
-Borrowings (other than Debt Securities) 2,49,451.19 1,93,222.36 1,31,944.31
-Deposits
-Subordinated liabilities 32,929.65 30,026.06 30,014.98
-Lease liabilities 4,093.85 4,163.59 3,911.13
-Other financial liabilities 223.65 301.13 400.98
Non -Financial Liabilities

109
 Fiscal year Fiscal year Fiscal year
Particulars 2024 2023 2022
-Current tax liabilities (net) (1,604.79) (994.75) (1,562.56)
-Provisions 861.33 807.94 726.95
-Deferred tax liabilities (net) (1,292.64) (1,260.76) (916.06)
-Other non-financial liabilities 309.17 291.20 238.25

Equity (Equity Share Capital and Other Equity) 92,759.39 76,401.71 65,702.42
Non-controlling interest
Total Liabilities and Equity 5,95,681.05 5,42,178.62 4,54,410.50

PROFIT AND LOSS

Revenue from operations 85,783.84 78,222.21 62,464.65
Other Income 109.88 31.87 14.08
Total Income 85,893.72 78,254.0 62,478.73

Total Expenses 70,466.25 63,717.94 51,753.50

Profit after Tax for the year 11,407.12 10,699.30 7,892.07

Other Comprehensive income 37.12 (6.08) (107.59)
Total Comprehensive Income 37.12 (6.08) (107.59)
Earnings per equity share (Basic) 5.10 4.94 3.83
Earnings per equity share (Diluted) 5.10 4.94 3.83

CASH FLOW
Net cash from/used in (-) operating activities (34,053.04) (73,285.07) (37,899.93)
Net cash from/used in (-) investing activities (6,226.19) (6,079.51) (8,900.58)
Net cash from/used in (-) financing activities 39,245.17 75,834.91 37,743.62

Net increase/decrease (-) in cash and cash

(1,034.08) (3,529.68) (9,056.89)
equivalents

Cash and cash equivalents as per Cash Flow 2,738.22 3,772.30 7,301.97
Statement as at end of Half Year

ADDITIONAL INFORMATION
Net worth 92,756.94 76,399.26 65,699.56
Cash and cash equivalents 2,738.22 3,772.30 7,301.97
Loans (AUM) 5,31,034.74 4,84,569.06 4,00,725.00
Total Debt to Total Assets 0.84 0.85 0.84
Interest Income 85,399.12 77,851.56 62,126.39
Interest Expense 51,163.54 43,330.53 36,915.29
Impairment on Financial Instruments 1,013.12 2,806.07 569.59
Bad Debts to Loans 0.03% NA NA

Gross Debt Equity Ratio of the Company:

Parameters As on March 31, 2024

Before Issue of the Debt Securities 5.39
After Issue of the Debt Securities 5.61

1. The pre-issue figures disclosed are based on the audited financial statements as on March 31, 2024.

110
2. The Debt Equity ratio post issue is indicative and is on account of the assumed inflow of ₹20,000 Lakhs
from the proposed issue.

3. The following events that occurred from April 01, 2024 and may have an impact on above calculation:

i. The Company has redeemed 9,70,893 secured NCDs of face value ₹ 1000 each amounting to ₹ 9,708.93
Lakhs on 08 January 2024.
ii. The Company has allotted 19,62,837 secured NCDs of face value ₹1000 each amounting to ₹19,628.37
Lakhs on 18 January 2024.
iii. The Company has redeemed 43,963 secured NCDs of face value ₹ 1000 each amounting to ₹ 439.63
Lakhs on 30 January 2024.
iv. The Company has redeemed 1,85,919 secured NCDs of face value ₹ 1000 each amounting to ₹ 1,859.19
Lakhs on 31 January 2024.
v. Following loans were sanctioned for the Company:
a) Working Capital Demand Loan Sanctioned for ₹ 2,500 lakhs from Karur Vysya Bank on January
30, 2024.

b) Term Loan Sanctioned for ₹ 2,500 lakhs from Karur Vysya Bank on January 30, 2024.

c) Term Loan Sanctioned for ₹ 5,000 lakhs from J M Financial Products Limited on December 08,
2023 (the loan documents were executed on January 09, 2024 and was availed on January 20,
2024)

Debt Equity Ratio

For details of the debt-equity ratio of our Company, see “Capital Structure” beginning on page 51 of this
Prospectus.

Our Strengths

We are part of the Kosamattam Group which has a long operating history and a large customer base.

We are part of the Kosamattam Group, which was originally founded by Nasrani Varkey and one of the leading
business financial services group in South India. Over the years, we have been successful in expanding our
customer base. Our total number of Gold Loan customers grew to 4,75,026 as of March 31, 2022 and to 4,88,303
as of March 31, 2023 and to 5,08,178 as of March 31, 2024. We attribute our growth, in part, to our market
penetration, particularly in areas less served by organised lending institutions and the efficient and streamlined
procedural formalities which our customers need to complete in order to complete a loan transaction with us,
which makes us a preferred medium of financier for our customers. We also attribute our growth to customer
loyalty which in turn leads to repeat business. We believe that we are known for the quality of service we have
provided to our customers over the years and for our consistent approach to developing long-term relationships
with our customers, based on our local knowledge and experience amongst other things.

Branch network across rural and semi-urban areas in South India

We believe that the scale of our operational network provides us with a competitive advantage. As of June 30,
2024, our Company’s operations included 987 branch offices spread across 8 states and 1 union territory. We
commenced our operations in rural areas and small towns and have followed an approach of targeting geographies
with low credit penetration. We have expanded our branch network by opening 10 branch offices in Delhi,1 branch
office in Uttar Pradesh and 8 branch offices in Maharashtra. Our customers are typically retail customers,
businessmen, vendors, traders, farmers, salaried individuals and families, who for reasons of convenience,
accessibility or necessity, avail of our credit facilities by pledging their gold jewellery with us. Our understanding
of the local characteristics of markets has allowed us to address the unique needs of our customers and enabled us
to penetrate deeper into such markets.

Over the years, we have focused on customers in such markets that offer us significant growth opportunities and
customer loyalty. We believe that with such a large network specifically with semi-urban areas, we were able to
penetrate and cater to our customers across various cities and towns in south India especially in semi-urban
locations. Having such a network enables us to service and support our existing customers from proximate

111
locations which gives our customers easy access to our services and enables us to reach new customers especially
potential rural customers. We believe we can leverage on this existing network for further expansion and for
fulfilling our customer requirements.

Organised and efficient IT Infrastructure

We use information technology as a strategic tool for our business operations to improve our overall productivity
and efficiency. All our branches are computerised. We believe that through our existing information technology
systems, we are able to effectively, manage our operations, market to our target customers, and monitor and
control risks. We believe that this system has improved customer service by reducing transaction time and has
allowed us to comply with regulatory record-keeping and reporting requirements. Further, in order to manage our
expanding operations as well as our increased customer base, we have entered into an arrangement for the
development of software for our product offerings and other allied functions. Accordingly, the new software was
introduced for operational efficiency.

Additionally, our Company has entered into an agreement dated September 15, 2016, with PayU Payments Private
Limited (“PayU”), a payment gateway, with a view to provide our customers with a convenient option of online
payments through the internet or through the interactive voice responsive (‘IVR’) system provided by PayU, using
credit/debit cards, net banking and various other modes of payment options.

Effective risk management system including appraisal, internal audit and inspections.

Risk management forms an integral part of our business as we are exposed to various risks relating to the Gold
Loan business. The objective of our risk management system is to measure and monitor the various risks we are
subject to and to implement policies and procedures to address such risks. We have an internal audit system which
consists of audit and inspection, for risk assessment and internal controls. The audit system comprises of accounts
audit and gold appraisal. In accordance with our internal audit policy, all of our branches are subject to surprise
gold audit every month and accounts audit once in very four months. A majority of our customers are borrowers
who have been referred to us by existing or former customers and our branches act as a single point of contact for
them. The personnel at our branches are responsible for sourcing loans, carrying out preliminary checks on the
credit worthiness of a prospective customer, providing assistance in documentation, disbursing loans and in
monitoring repayments and collections. We have implemented an analytics platform with a pre-defined approval
matrix, which expedites the processing of loan applications. Further the staff is strictly advised to make the acid
test, sound test etc., at the time of making the pledge for checking whether the ornament is of acceptable quality
or not.

Experienced management team and skilled personnel

Our Board, Promoters and senior management is composed of experienced professional, and management
professionals. We believe that we have a strong senior management team to lead us, a majority of whose members
have been with us for over 5 years. Our management team comprises of our Promoter and Director, Mathew K.
Cherian, who has over 40 years of experience in finance business. The management team possesses the required
skill, expertise and vision to continue and to expand the business of our Company. Our management team has an
in-depth understanding of the gold loan business and under their direction and guidance our Company has grown
organically. We believe that the long-standing industry experience of our Promoters and our management team
provides us with an understanding of the needs and behaviour of the client’s particularly in rural and semi-urban
areas and issues specific to the gold financing industry in India. We believe that this expertise gives us a
competitive advantage in the gold loan industry and has helped us in maintaining our resilience through industry
cycles.

Our Strategy

Our business strategy is designed to capitalise on our competitive strengths and enhance our position in the Gold
Loan industry. Key elements of our strategy include:

Expansion of business activity by opening new branches in rural and semi urban areas to tap potential market
for gold loans.

We intend to continue to grow our loan portfolio by expanding our branch network by opening new branches. A
good reach to customers is very important in our business. Increased revenue, profitability and visibility are the

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factors that drive the branch network. Currently, we are present in key locations which are predominantly in South
India for sourcing business. Our strategy for branch expansion includes further strengthening our presence in
south Indian states by providing higher accessibility to customers as well as leveraging our expertise and presence
in southern India. At the core of our branch expansion strategy, we expect to penetrate new markets and expand
our customer base in rural and semi-urban markets where a large portion of the population has limited access to
credit either because they do not meet the eligibility requirements of banks or financial institutions, or because
credit is not available in a timely manner at reasonable rates of interest, or at all. We plan to continue to focus on
low and middle income self employed customers and increase the market share of our existing products in the
rural and semi-urban markets of India. A large segment of India’s rural and semiurban population is comprising
customers without any credit history and we believe that such customer segment offers us significant growth
opportunities and customer loyalty. A typical Gold Loan customer expects high loan-to-value ratios, rapid and
accurate appraisals, easy access, quick approval and disbursement and safekeeping of their pledged gold jewellery.
We believe that we meet these criteria when compared to other unregulated money lenders, and thus our focus is
to expand our Gold Loan business.

Expansion of business into metros and select Tier 1 cities across India

In addition to our continuing focus on rural and semi-urban markets in the states that we are present, we are also
focusing on opening branches in metros and select Tier 1 cities where we believe our business has high growth
potential. We carefully assess the market, location and proximity to target customers when selecting branch sites
to ensure that our branches are set up close to our target customers. We believe specialised teams focused on
specific customer segments into metros and select Tier 1 cities across India will enable us to increase the
productivity of our distribution channels, meet specific customer segments and increase quality of customer
experience. This will also help us to increase our customer base and increase our profitability. We believe our
customers appreciate this convenience and it enables us to reach new customers.

Increase visibility of Kosamattam Brand to attract new customers

Our brand is key to the growth of our business. We started focusing on brand building exercise in 2013. Our logo
was re-designed and the tag- line ‘Trust grows with time’ was introduced. We believe that we have built a
recognisable brand in the rural and semi-urban markets of India, particularly in the southern states of Kerala,
Tamil Nadu and Karnataka. We believe that having a strong recognizable brand is a key attribute in our business,
which helps us attract and retain customers, increases customer confidence and influences their investment
decisions. We intend to continue to undertake initiatives to increase the strength and recall of our ‘Kosamattam’
brand to attract new customers. We seek to build our brand by engaging with existing and potential customers’
through customer literacy programs, sponsor popular events in the regions we operate and advertise in
newspapers, hoardings, television, radio and in other advertising media.

Minimise concentration risk by diversifying the product portfolio and expanding our customer base.

We intend to further improve the diversity of our product portfolio to cater to the various financial needs of our
customers and increase the share of income derived from sale of financial products and services.

Beyond our existing Gold Loan product, we intend to leverage our brand and office network, develop
complementary business lines and become the preferred provider of financial products – ‘a one-stop shop for
customers’ financial needs.

Our diverse revenue stream will reduce our dependence on any particular product line thus enabling us to spread
and mitigate our risk exposure to any particular industry, business, geography, or customer segment. Offering a
wide range of products helps us to attract more customers thereby increasing our scale of operations.

We expect that complementary business lines will allow us to offer new products to existing customers while
attracting new customers as well. We expect that our knowledge of local markets will allow us to diversify into
products desired by our customers, differentiating us from our competitors.

Further strengthen our risk management, loan appraisal and technology systems

We believe risk management is a crucial element for further expansion of our Gold Loan business. We therefore
continuously focus on improving our integrated risk management framework with processes for identifying,
measuring, monitoring, reporting and mitigating key risks, including credit risk, appraisal risk, custodial risk,

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market risk and operational risk. We plan to continue to adapt our risk management procedures, to take account
of trends we have identified. We believe that prudent risk management policies and development of tailored credit
procedures will allow us to expand our Gold Loan financing business without significantly increasing our non-
performing assets. Since we plan to expand our geographic reach as well as our scale of operations, we intend to
further develop and strengthen our technology platform to support our growth and improve the quality of our
services. We are focused on improving our comprehensive knowledge base and customer profile and support
systems, which in turn will assist us in the expansion of our business.

We continue to focus on developing and strengthening our IT capabilities to support our growth and improve the
quality of our services. We believe that improving our technology infrastructure will allow us to respond to
challenges on a real-time basis and improve our risks management capabilities. We also intend to develop data-
driven insights to understand our target customers’ propensity towards certain financial products. We anticipate
using such information to conduct targeted marketing efforts allowing us to improve the availability of our
products and consequently the quality of our services and credit portfolio.

ORGANISATION STRUCTURE

GOLD LOAN BUSINESS

Our lending business is primarily Gold Loans, which are typically loans against pledge of gold jewellery. As of
March 31, 2024, we had approximately 9,16,040 loan accounts, representing an aggregate principal balance of
₹4,88,665.31 lakhs. For the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, our Gold
Loan portfolio yield representing interest income on gold loans as a percentage of average outstanding of Gold
Loans, for the same period were 17.67%, 18.47%, and 17.70%, respectively, per annum. For the financial years
ended March 31, 2023, March 31, 2022 and March 31, 2021, income from interest earned on our Gold Loans
constituted 96.00%, 96.82%, and 96.38%, of our total income for the respective years. We offer variety of Gold
Loan schemes to our customers to suit their individual needs. The schemes differ in relation to the amount
advanced per gram of gold, interest rate chargeable and amount of loan.

Gold Loan disbursement process

Pre-disbursement Process Post-disbursement Process

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 Customer approaches the branch for gold Customer makes the repayment and
loan discharges the token

Customer is explained the various Ornaments are handed over to the

schemes and the customer select the customer
scheme

KYC verification/documentation Manager affixes the sticker and places the

undertaken by the branch ornaments in strong room/safe

The branch conducts the appraisal Gold ornaments and loan appraisal
test, measure the weight, test quality certificates placed in the cover
and verify the ownership of the gold

Cashier makes the payment on the basis

Details entered into the computer of amount mentioned in the pledge
and pledge form is printed form

Branch manager verifies the

ornaments, pledge form and
sanctions the loan

The principal form of security that we accept is household gold jewellery. We do not accept bullion, gold biscuits,
gold bars, new mass-produced gold jewellery or medallions. While these restrictions narrow the pool of assets
that may be provided to us as security, we believe that it provides us with the following key advantages:

a. It filters out spurious jewellery that may be pledged by jewellers and goldsmiths. We find that household,
used jewellery is less likely to be spurious or fake.

b. The emotional value attached by each household to the pledged jewellery acts as a strong incentive for timely
repayment of loans and revoking the pledge.

c. As we only accept the pledge of household jewellery, the value of the pledged gold is typically only as much
as the worth of gold that is owned by an average Indian household. This prevents our exposure to large sized
loans where the chances of default and subsequent losses are high.

The amount that we finance against the pledged gold jewellery is typically based on a fixed rate per gram of gold
content in the jewellery. We value the gold jewellery brought by customers based on our corporate policies and
guidelines. As per the policy, we grant gold loans on 22 Carat gold ornaments. However, in case the jewels that
are being pledged are less than 22 carats, the branches are required to convert the carat of gold jewels to the
equivalent of 22 carats. Under no-circumstances are gold ornaments below 19 carats accepted by our Company.
The rates per gram is fixed by us on weekly intervals. The actual loan amount varies according to the type of
jewellery pledged. While jewellery can be appraised based on a variety of factors, such as total weight, weight of
gold content, production cost, style, brand and value of any gemstones, we appraise the gold jewellery solely
based on its gold content. Our Gold Loans are, therefore, generally well collateralised because the actual value of

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the gold jewellery is higher than our appraised value of the gold jewellery when the loan is disbursed. The amount
we lend against an item and the total value of the pledged gold we hold fluctuates according to the market price
of gold. An increase in the price of gold will not automatically result in an increase in the value of our Gold Loan
portfolio unless the rate per gram is revised by our Registered Office. It only results in a favourable movement in
the value of the security, pledged with us. Similarly, since adequate margins are built in at the time of the loan
disbursement and owing to the short tenure of these loans, on average, a decrease in the price of gold generally
has little impact on our interest income. However, a sustained decrease in the market price of gold could cause a
decrease in the growth rate of Gold Loans in our loan portfolio.

At present our Gold Loans have a maximum tenure of upto 12 months, however, customers may redeem the loan
at any time prior to the full tenure. As per the current policy of our Company, interest is to be paid in accordance
with the scheme. In the event that a loan is not repaid on time and after providing due notice to the customer, the
unredeemed pledged gold is disposed of, on behalf of the customer in satisfaction of the principal and interest
charges in accordance with the applicable RBI guidelines. Any surplus arising out of the disposal of the pledged
gold is refunded to the customer or is appropriated towards any other liability by the borrower. In the event that
the recoverable amount is more than the realisable value of the pledged gold, the customer remains liable for the
shortfall.

The processes involved in approving and disbursing a Gold Loan are divided into three phases:

• Pre-disbursement;
• Post disbursement; and
• Release of the pledge.

Pre-disbursement process

Gold Loan appraisal of a customer involves the following steps

a) Customer identification

Gold Loans are sanctioned only to genuine borrowers. Before sanctioning the Gold Loan, the branch manager
should take all precautions to ensure that the applicant, pledging the ornaments, is the owner of those ornaments
and that the borrower is genuine. The branch manager should obtain ID proof, photograph of the borrower, and
assign a branch KYC ID No. and should also make reasonable enquiry about the residence, job, personal details,
ownership of the ornaments etc. and make a note in the pledge form. We also undertake a field verification to
authenticate the genuineness of the borrower in case of high value Gold Loans.

b) KYC Documentation

The borrower should produce government issued valid photo id, with an address which is within the designated
area of the branch, as a necessary proof for KYC documentation. While processing the application, the branch
ensures that the correct postal address of the borrower is entered in the computer such as name, door number,
street name, name of post office, place, PIN code and the nearest land mark. Also, the borrower’s telephone
number is obtained. The branch also calls on the number furnished by the borrower every month, and reminds the
borrower to remit the requisite interest, so that branch can know the telephone number is operational. Further if
the telephone number of the borrower is not operational then the branch immediately contacts the borrower
personally and obtains his new telephone number.

c) Security appraisal

The branch manager/joint custodian and the branch staff shall appraise the gold ornaments thoroughly. Stone
weight should be deducted correctly in consultation with the branch manager and staff. Low purity and spurious
items should be detected and not to be accepted as pledge. Appraisal is to be done by all members at the branch
and the ornament shall be accepted only if all the branch staff approve. Neither the branch manager nor the joint
custodian or any staff has the authority to accept a pledge on the basis of his/her own assessment of the ornaments.
It is strictly a group task and all the branch staff are equally responsible in the process. After pledging gold
ornaments, the same should be packed immediately. The manager and joint custodian should sign across the
packet and affix the branch sticker on the cover and keep it in the safe. The safe is to be locked by all the custodians
together.

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d) Documentation

For each pledge of the gold, branch appraisal certificate, application for personal loan, customer’s token etc., are
adequately documented and all the details pertaining to the gold, including the weight and items pledged are to be
mentioned.

Post-disbursement process

The period/tenure for a Gold Loans is maximum upto 12 months. Timely interest collection and closing of
accounts within the specified period is vital for the successful and smooth functioning of gold loan companies
like that of ours. To ensure this, the branches regularly follow up with their gold loan customers through notices
served at three months (ordinary notice), six-months (registered notice), and nine months (registered notice with
acknowledgement due) as well as personal contacts directly and over the phone.

Branch security and safety measures: Electronic Security System

Branches are normally equipped with security devices (alarms) which automatically alert the branch manager,
regional manager as well as the nearest police station in the event of any theft attempts. The gold pledged as
security is insured with an insurance company. Our Company makes periodic analysis and revises the insurance
policy as per the value/quantity of the gold.

Release of pledge

Once a loan is fully repaid, the pledged gold jewellery is returned to the customer. The customer must be present
personally along with the gold loan token, at the branch where the pledge was originally made. The branch will
verify the person with the photo taken at the time of pledge and confirm that there is no foul play and the amount
to be paid is informed to the customer from the software and clarifies doubts if any on the amount demanded. The
customer pays the amount at the cash counter and the ornaments are taken out of the safe and handed over to the
customer after confirming them with the list of ornaments mentioned in the token and gold loan application form.

Our Other Business initiatives

In addition to the core business of Gold Loan, we also offer fee based ancillary services which include loans
against property, money transfer services, depository participant services, power generation, agriculture, foreign
currency exchange and air ticketing services.

For the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, revenues from our business
other than Gold Loans constituted 4.00%, 3.18%, and 3.62% of our total income for the respective years.

LOAN AGAINST PROPERTY

Our Company along with its primary business of offering gold loans also engages in offering loans against
property which includes loans against collateral of residential/commercial property and comprised 1% of our loan
book as on March 31, 2024.

Loan against Property (“LAP”) is a loan facility to customers requiring funds for business/personal purposes
against mortgage of residential/commercial property. As a part of LAP lease rental discounting is also offered.
The funds so raised are utilised for meeting business as well as investment needs.

Customer Evaluation, Credit Appraisal and Disbursement

Our Credit Policies

All loans are sanctioned under the credit policy approved by our Board of Directors. Emphasis is applied on
demonstrated past and future assessment of income, repayment capacity and credit history prior to approving any
loan. Our Company undertakes periodic update of credit policies based on portfolio performance, product
profitability and market and economic development.

Loan Origination

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Our Company sources all potential customers through our branches and trained sourcing teams.

Evaluation

Our Company undertakes various credit control checks and field investigations on a prospective customer which,
inter-alia, includes an internal data de-duplication check, CIBIL database check, fraud verification, asset
verification and valuation, trade credit reference checks and other legal and technical verification procedures.
After having completed our internal verification procedures all documents submitted by the prospective customer
are checked and verified as required and any discrepancies and/or gaps in such documentation are highlighted and
sent to the prospective customer for corrections, explanations and resubmissions as required.

Our Company conducts various diligence procedures in connection with the collateral/security for such loans
which include review and verification of the relevant ownership documents and obtain title reports as applicable.
Reports from these checks along with detailed analysis of financial statements, tax challans, bank statements and
other documents put together constitute the credit file for all customers. These files are at length reviewed by the
credit managers for evaluation using credit evaluation tool. Based on the document review the credit managers
conduct personal discussions with the customers at their workplace. The discussion is intended to gather
information about the business model of the customer, his positioning in the value chain, dependence of suppliers
and/or customers and to ascertain any business risks like export dependence, raw-material supplies, etc. which
might adversely impact the business cash flows and hence diminish repayment capacity. Further, additional
business documents like stock registers and books of accounts are reviewed during such visits. Based on the all
the information gathered, and assessment of customer’s business risks, debt servicing ability and collateral risks,
the credit manager puts the transaction proposal to appropriate approving committee in the hierarchy for decision.

Credit Appraisal

Approval and Disbursement Process

Once the credit history, credentials, information, and documents have been submitted by the prospective customer
and verified to our satisfaction, the applications are approved at the appropriate credit approval level.

There are four progressive levels of approvals which a proposal can be put to which are based on loan product,
loam amount and identified risks. All proposals require minimum of two approvals and up to four approvals for
larger ticker size loans. With due sanctioning of the loan, we execute agreements in connection with the loan and
creation of security in relation thereto, if any, with the customer. Margin money and other charges, if any, are
collected prior to loan disbursements. The disbursing officer retains evidence of the applicant’s acceptance of the
terms and conditions of the loan as part of the loan documentation.

Prior to the loan disbursement, our concerned officer ensures that a Know Your Customer, (“KYC”), checklist is
completed by the applicant. The concerned officer verifies such information provided and includes the records in
the relevant loan file. The officer is also required to ensure that the contents of the loan documents are explained
in detail to the customer either in English or in the local language of the customer. The customer is provided with
a copy of the loan documents executed by him. Further although our customers have the option of making
payments by cash or cheque, we may require the applicant to submit post-dated cheques covering an initial period
prior to any loan disbursement.

Loan administration and monitoring.

The customer (and guarantor, if any) execute(s) the security creation documents and the loan agreement setting
out the terms of the loan. A loan repayment schedule is attached as a schedule to the loan agreement, which
generally sets out periodical repayment terms. Repayments are made in periodical instalments. Loans disbursed
are recovered from the customer in accordance with the loan terms and conditions agreed with the customer. We
track loan repayment schedules of our customers on a monthly basis, based on the outstanding tenure of the loans,
the number of instalments due and defaults committed, if any. This data is analysed based on the loans disbursed
and location of the customer. All recovery of amounts due on loans is managed internally by us. We ensure
complete focus on all stages of the collections process. We monitor the completeness of documentation, creation
of security etc. through regular visits to the business outlets by our regional as well as head office executives and
internal auditors. All customer accounts are reviewed on a regular basis.

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Our Company believes that close monitoring of debt servicing efficiency enables us to maintain high recovery
ratios and maintain satisfactory asset quality.

MICROFINANCE

Our microfinance operations entail providing micro credit lending to our customers who are predominantly
located in rural and semi-urban areas of our targeted geographies in India and the purpose of loans sanctioned to
them is mainly for utilisation in small businesses or for other income generating activities but not for personal
consumption. Primarily, we utilise a village centred, group lending model to provide unsecured loans to our
members. This model relies on a form of ‘social collateral’ and ensures credit discipline through peer support
within the group. This model presupposes our members being prudent in conducting their financial affairs and
prompt in repaying their outstanding borrowings. As a deterrent, any instance of failure to make timely loan
repayments by an individual borrower prevents the other members in the group from making any further
borrowings from us, in the future. Therefore, the KFLs tend to employ peer support to encourage the delinquent
borrower to make timely repayments or often repay on behalf of a defaulting borrower, effectively providing an
informal joint guarantee on the sanctioned loan.

PORTFOLIO MANAGEMENT, COLLECTION AND RECOVERY PROCESSES

Our Company manages the portfolio management and collection processes in-house. We have on-roll collection
personnel across branches to ensure timely collection of dues. As part of our collection process we have tele-
calling through which calls to all customers are made before the due-dates. In-case of non-payment the team
initiates collection calling for dues. We utilise our branch personnel for collection of payment. Further, for
effective recovery management, all early delinquent customers are management by a dedicated team which
undertakes methodical customer visits for recovery of dues. In cases where customers are unable to make
payments and move to higher delinquency levels, a specified team of collection officers including branch
managers, regional managers and other such officials are deployed who manage deep delinquent accounts. In
addition to customer visits, this team utilises available legal tools for attachment of properties, for re-payment of
dues and legal arbitration proceedings.

INSURANCE AGENCY

With a view to expand our regular fee and commission based income, Company had obtained a certificate of
renewal registration from the IRDA, dated March 28, 2022, which is valid up to March 31, 2025, to
commence/carry business in the capacity of a Corporate Agent (Composite) under the Insurance Regulatory and
Development Authority Act, 1999.

MONEY TRANSFER BUSINESS

Money transfer to India is a fast, simple and convenient method to transfer money from anywhere in the world.
We have entered into agreements with various companies who act as agents/representatives to companies that
undertake money transfer services in India (“Agreements”). These agents have their country wide network of
branches and sub agents in India. For example, we entered into a sub representation agreement with EBIX Money
Express Private Limited (“EBIX”) to act in the capacity of a sub representative to offer money transfer service on
EBIX’s behalf.

Our Company, pursuant to these Agreements, acts as sub agent and provides money transfer service payments
through its identified branches to the customers/beneficiaries in full without any deduction as per the transaction.
The representatives reimburse to our Company for the total payments effected. Under these Agreements, we are
also entitled to receive a commission for the services provided.

Our Board in its meeting dated January 5, 2017 adopted an operational manual for the Money Transfer Service
Scheme (“MTSS”), in accordance with the guidelines prescribed by the RBI, to set out requirements, rules and
guidelines to be followed, by our Company’s branches engaged in the Money Transfer Business.

MONEY CHANGING BUSINESS

Our Company holds a FFMC license and carries on money changing activities through its branches authorised by
RBI. As on June 30, 2024, we had 1 head office and 61 authorised branches. Our currency operations include sale
and purchase of foreign exchange at different authorised branches.

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DEPOSITORY PARTICIPANT SERVICES

Our Company has secured the registration from SEBI as a depository participant and received the certificate of
registration on May 28, 2014. On receipt of SEBI registration as a depository participant, we have entered into a
MoU with a broking company, to conduct and promote brokerage business in equity, commodity and currency
segments of national level stock/commodity exchanges as a broker, making use of our select branches/regional
offices.

TRAVEL SERVICES

Our Company provides air ticketing services through Riya Travel & Tours (I) Private Limited, which is an IATA
approved agency.

AGRICULTURE

Our Company owns a parcel of agricultural land in Kattappana village, Udumpanchola Taluk, Idukki district, in
Kerala admeasuring 108.74 acres, through which our Company undertakes agricultural activity of cultivating
cardamom. For the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, the agricultural
income derived from this undertaking was ₹(131.84), ₹ (180.31) lakhs, and ₹ (99.93) lakhs.

POWER GENERATION AND SUPPLY

Our Company has entered into definitive agreements for installation including erection and commissioning of
four windmill units at Ramakkalmedu, Idukki district of Kerala. The windmills or wind electric generators shall
be connected to the power grid, post testing and commissioning and upon becoming operational shall be used for
generation and supply of power on a commercial basis. Our Company has commenced operation of the windmills
and has commissioned the project. Our Company has also submitted a tariff petition dated May 16, 2018 before
the Kerala State Electricity Regulatory Commission for fixing of the tariff rate. For the financial years ended
March 31, 2024, March 31, 2023 and March 31, 2022, the income derived from this was ₹(7.78)lakhs, ₹ (15.74)
lakhs, and ₹ (25.73) lakhs, respectively.

Branch Network

As on June 30, 2024, we had 987 branches in the states of Kerala, Tamil Nadu, Karnataka, Andhra Pradesh,
Telangana, Delhi, Uttar Pradesh, and Maharashtra along with the union territory of Puducherry. The branch details
of our company for the quarter ended June 30, 2024 and financial years ended March 31, 2024, March 31, 2023
and March 31, 2022 is as given below:

States/Union territory As on As on March 31

June 2024 2023 2022
30,
2024
Andhra Pradesh 67 66 64 61
Delhi 10 9 9 9
Gujarat 0 0 1 2
Karnataka 181 181 181 173
Kerala 335 336 352 373
Maharashtra 8 8 8 8
Puducherry 5 5 5 5
Tamil Nadu 361 361 348 342
Telangana 19 19 17 15
Uttar Pradesh 1 1 0 0
Total 987 986 986 988

Marketing, Sales, and Customer Care

Our Company undertakes publicity through media, both print and electronic to increase the visibility of our brand.
Our media plan ensures the visibility and reach of our Kosamattam brand within the desired budget. These
advertisements are carried out across various states wherever our Company has presence. This helps individual

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branches to target the public and thereby generate business from the locality. For the financial years ended March
31, 2024, March 31, 2023 and March 31, 2022, our total advertisement expenditure were ₹ 823.78, ₹ 949.20 lakhs
and ₹ 543.92 lakhs, respectively.

In promoting our brand, our advertisement campaigns focus on “Kosamattam Gold Loan”, to differentiate our
loan products from other NBFCs and financial institutions and emphasise the convenience, accessibility, and
expediency of Gold Loans.

Risk Management

Risk management forms an integral part of our business as we are exposed to various risks relating to the Gold
Loan business. The objective of our risk management systems is to measure and monitor the various risks, we are
subject to and to implement policies and procedures to address such risks suitably. We intend to continue to
improve our operating processes and risk management systems which will further enhance our ability to manage
the risks inherent to our business.

Asset and Liability Management (“ALM”)

Our business operations require steady flow of working capital and hence managing the day-to-day liquidity
becomes a critical function. The ALM, amongst other functions, is concerned with risk management, providing a
comprehensive as well as a dynamic framework for measuring, monitoring and managing liquidity and interest
rate risk. The ALM function also alters the asset-liability portfolio in order to manage risks. The ALM also
monitors interest rate sensitivity in our portfolio and takes pre-emptive steps to mitigate any potential liquidity
and interest rate risks.

Credit Risk

Credit risk is the possibility of loss due to the failure of any counterparty abiding by the terms and conditions of
any financial contract with us. We aim to reduce the aforesaid credit risk through a rigorous loan approval and
collateral appraisal process, as well as a strong NPA monitoring and collection strategy. This risk is diminished
because the gold jewellery used as collateral for our loans can be readily liquidated, and there is only a remote
possibility of recovering less than the amounts due to us in light of the 25 % margin retained on the value of the
gold jewellery collateral. However, a sustained decrease in the market price of gold can cause a decrease in the
size of our loan portfolio and our interest income.

Operational Risk

Operational risk is broadly defined as the risk of direct or indirect loss due to the failure of systems, people or
processes, or due to certain other external events. We have instituted a series of checks and balances, including
an operating manual, and both internal and external audit reviews. Although we disburse loans in a relatively short
period of time, we have clearly defined appraisal methods as well as KYC compliance procedures in place to
mitigate operational risks. Any loss on account of failure by employees to comply with defined appraisal
mechanism is recovered out of their variable incentive. We also have detailed guidelines on movement and
security measures of cash or gold. We are in the process of introducing centralised software which automates inter
branch transactions, enabling branches to be monitored centrally and thus reducing the risk of un-reconciled
entries. In addition, we are in the process of installing surveillance cameras across our various branches and
subscribe to insurance to cover employee theft or fraud and burglary. Our internal audit department and our
centralised monitoring systems assist in the management of operational risk.

Financial Risk

Our business is cash intensive and requires substantial funds, on an ongoing basis to finance the gold loan portfolio
and to grow it. Any disruption in the funding sources might have an adverse effect on our liquidity and financial
condition. Our Company is proactively pursuing a system of identifying and accessing newer and cheaper sources
of funds, to finance the loan book and to grow the business. Our Asset Liability Committee meets regularly and
reviews the liquidity position of our Company and ensures availability of sufficient funding in advance.

Market Risk

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Market risk refers to potential losses arising from the movement in market values of interest rates in our business.
The objective of market risk management is to avoid excessive exposure of our earnings to loss. The majority of
our borrowings, and all the loans we make, are at fixed rates of interest. Thus, presently, our interest rate risk is
minimal.

Our Risk Management Policy

In order to address the risks that are inherent to our business, we have developed a risk management architecture
that includes a risk management committee, internal audit department, vigilance department and a risk
management department. Our Risk Management Committee, which is led by one of our Directors, oversees our
risk management policies, which help us to identify, measure, monitor and mitigate the various risks that we face
in our businesses.

Internal Audit Department

Our internal audit department assists in the management of operational risk using our centralised monitoring
systems. Separate divisions of our internal audit department are in place to handle the audit of the departments of
the registered office and those of the branch offices. The audits of our branches are divided into two categories:
(i) Audit and (ii) Inspection. Branch audit is carried out quarterly with the focus on the verification of documents,
accounts, performance and compliance. In addition, an incremental high value loan check is carried out by regional
managers as part of their periodical branch inspection.

Vigilance Department

We have an internal vigilance department for undertaking surprise inspections of high/medium risk branches and
other branches or on the basis of any report or detection of serious deviations or irregularities. The vigilance
undertakes the responsibility of visiting branches to oversee the implementation of risk mitigation initiatives and
improvements in customer service.

Risk Management Audit

Our branch auditors also carry out a system driven risk audit on certain identified key risk parameters. These are
keyed into the system and alerts are sent to branch controllers and top management in case the risk weight given
under a specific parameter goes beyond the prefixed tolerance levels. In all such cases, the concerned branches
are inspected by the branch controllers or top management personnel depending on the severity of risk and
immediate remedial actions are initiated.

ALM Organisation

The Asset - Liability Committee (ALCO) is responsible for ensuring adherence to the limits set by the Board as
well as for deciding the business strategy of our Company (on the assets and liabilities sides) in line with our
Company’s budget and decided risk management objectives.

The business and risk management strategy of our Company will ensure that our Company operates within the
limits/parameters set by the Board. The business issues that an ALCO would consider, inter alia, includes product
pricing, desired maturity profile and mix of the incremental assets and liabilities, prevailing interest rates offered
by other peer NBFCs for the similar services/product, etc. In addition to monitoring the risk levels of our
Company, the ALCO reviews the results of and progress in implementation of the decisions made in the previous
meetings. The ALCO would also articulate the current interest rate view of our Company and base its decisions
for future business strategy on this view.

The frequency of holding ALCO meetings will be quarterly.

Liquidity Risk Management

Our ALCO measures not only the liquidity position of our Company on an ongoing basis but also examines how
liquidity requirements are likely to evolve under different assumptions. Experience shows that assets commonly
considered as liquid, like Government securities and other money market instruments, could also become illiquid
when the market and players are unidirectional. Therefore, liquidity has to be tracked through maturity or cash
flow mismatches. For measuring and managing net funding requirements, the use of a maturity ladder and

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calculation of cumulative surplus or deficit of funds at selected maturity dates is adopted as a standard tool. The
format of the Statement of Structural Liquidity as prescribed by RBI may be used for this purpose.

The Maturity Profile based on ALM – II could be used for measuring the future cash flows of company in different
time buckets. The time buckets may be distributed as under:

(i) 1 day to 7 days

(ii) 8 days to 14 days
(iii) 15 days to 1 month
(iv) Over one month and up to 2 months
(v) Over 2 months and up to 3 months
(vi) Over 3 months and up to 6 months
(vii) Over 6 months and up to 1 year
(viii) Over 1 year and up to 3 years
(ix) Over 3 years and up to 5 years
(x) Over 5 years

The Statement of Structural Liquidity shall be prepared by placing all cash inflows and outflows in the maturity
ladder according to the expected timing of cash flows. A maturing liability will be a cash outflow while a maturing
asset will be a cash inflow. While determining the likely cash inflows/outflows, company will have to make a
number of assumptions according to their asset - liability profiles. While determining the tolerance levels, the
company may take into account all relevant factors based on their asset-liability base, nature of business, future
strategy, etc.

In order to enable the company to monitor their short-term liquidity on a dynamic basis over a time horizon
spanning from 1 day to 6 months, company will estimate their short-term liquidity profiles on the basis of business
projections and other commitments for planning purposes. An indicative format ALM – I issued by RBI for
estimating ‘Short-term Dynamic Liquidity’ will be used for the said purpose.

Interest Rate Risk (IRR)

The operational flexibility given to NBFCs in pricing most of the assets and liabilities imply the need for the
financial system to hedge the Interest Rate Risk. Interest Rate Risk is the risk where changes in market interest
rates might adversely affect an NBFC's financial condition. The changes in interest rates affect our Company. The
immediate impact of changes in interest rates is on our Company’s earnings (i.e. reported profits) by changing its
Net Interest Income (NII). As such our Company is into funding of loans which are always fixed rate loans. The
company manages risk on NII by pricing its loan products to customers at a rate which covers Interest Rate Risk.
The risk from the earnings perspective can be measured as changes in the NII or Net Interest Margin (NIM).
Measurement of such risk is done at the time of deciding rates to be offered to customers. Once interest rate risk
is measured by the ALCO, lending rates are finalised. RBI has prescribed ALM – III for the purpose of Interest
Rate Risk Monitoring and our Company may use the same for the purpose of measurement and monitoring of
interest rate risk.

Non-performing Assets (NPA)

The RBI Master Directions require that every non-deposit taking NBFC shall, after taking into account the degree
of well-defined credit weaknesses and extent of dependence on collateral security for realisation, classify its
lease/hire purchase assets, loans and advances and any other forms of credit into the following classes:

i. Standard assets;

ii. Sub-standard assets;

iii. Doubtful assets; and

iv. Loss assets.

Further, the class of assets referred to above shall not be upgraded merely as a result of rescheduling, unless it
satisfies the conditions required for an upgrade. A non-deposit taking NBFC is required to make provisions against

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sub-standard assets, doubtful assets, and loss assets in accordance with the Master Directions. In terms of the
Master Directions, non-deposit taking NBFC has to make the following provisions on their loan portfolio.

NPA Management Policy

Our Company has put in place a gold loan monitoring, follow-up and disposal mechanism. Our Gold Loans have
a maximum tenure of upto 12 months, however, customers may redeem the loan at any time prior to the full
tenure. In the case of non-repayment, i.e., within a period of nine or 12 months, as applicable, from the date of
pledging, the asset will be disposed of by our Company after the expiry of either nine or twelve months and 15
days of grace, by sale through public auction. Our Company may also consider settlement of loan dues by way of
concessions in interest as a one –time settlement on a case to case basis only with the approval of registered office.
The auction procedure shall be transparent. And prior notice will be given to customer by Registered Post/Courier
informing about the auction. The auction shall be announced to the public by issuing advertisements in at least
two newspapers, one in vernacular language and another in national daily newspaper, describing the date of
auction, venue of auction, and the details of gold etc. Auction will be conducted by an approved auctioneer
appointed by the Board of Directors of our Company. The amount due to our Company by the customer, being
the aggregate of the principal and up to the date of interest as well as other expenses like expenses for conducting
auction, will be adjusted against the sale proceeds, whereas the surplus, if any available, will be refunded to the
customer, and deficit if any shall have to be paid by him/her. Our Company or its associate concerns will not
participate in the auction.

Appointment of an Auctioneer

As per the revised RBI guidelines, our Company or its Promoters cannot participate in the auction. Qualified and
experienced auctioneers are to be appointed by our Company to carry out the auction on behalf of the company.

Capital Adequacy Ratio

As per the Master Directions, every NBFC-ML including us are subject to capital adequacy requirements.
Currently, we are required to maintain a minimum capital ratio consisting of Tier I and Tier II capital which shall
not be less than 15% of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off-
balance sheet items. Further, we need to maintain a Tier I capital of 12%. Also, the total of Tier II capital, at any
point of time, shall not exceed one hundred percent of Tier I capital. Additionally, we are required to transfer up
to 20% of our annual profit to a reserve fund and make provisions for NPAs. We had a capital adequacy ratio of
18.42%, 17.71% and 18.65% on March 31, 2024, March 31, 2023 and March 31, 2022, respectively.

We have satisfied the minimum capital adequacy ratios prescribed by the RBI for the financial year ended March
31, 2024.

Technology

We use information technology as a strategic tool for our business operations to improve our overall productivity
and efficiency. We believe that through our information systems which are currently in place, we are able to
manage our operations efficiently, market effectively to our target customers, and effectively monitor and control
risks.

We believe that this system has improved customer service by reducing transaction time and has allowed us to
manage loan collection efforts better and to comply with regulatory record-keeping and reporting requirements.
All our branches are computerised. A need was felt for a centralised IT platform for our continued aggressive
growth along with risk management. Accordingly, we are in the process of introducing new software to improve
the operational efficiency.

Our Borrowings and Credit Ratings

Source of funding

Please refer to sections titled “Financial Statements” and “Financial Indebtedness” on pages 143 and 145.

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We have depended on working capital limits from bank and issuance of secured and unsecured non-convertible
debentures through private placement as primary source of funding. We have also made public issue of secured
and unsecured non-convertible debentures.

We also raise capital by issuing equity shares from time to time particularly to our Promoters.

Credit Rating

Credit Rating Instrument Date Ratings Remarks Rated

Agency amount in ₹
lakhs
India Ratings Non-Convertible June 26, 2024 IND A- Stable Assigned 20,000
Debenture-Issue XXXI
India Ratings Non-Convertible February 26, IND A- Stable Assigned 25,000
Debenture-Issue XXX 2024
India Ratings Non-Convertible November ‘IND A- Assigned 20,000
Debenture-Issue XXIX 24,2023 /Stable’
India Ratings Non-Convertible August 10, ‘IND A- Assigned 20,000
Debenture-Issue XXVIII 2023 /Stable’
India Ratings Non-Convertible February 17, ‘IND A- Assigned 30,000
Debenture-Issue XXVII 2023 /Stable’
India Rating Non-Convertible November ‘IND A- Assigned 40,000
Debenture-Issue XXVI 23, 2022 /Stable’
India Ratings Non-Convertible September ‘BWR BBB+/ Assigned 35,000
Debenture-Issue XXV 30, 2022 Positive’
Brickwork Non-Convertible November ‘IND A-/ Assigned 40,000
Ratings Debenture-Issue XXIV 23, 2022 Stable’
Brickwork Non-Convertible August 12, ‘BWR BBB+/ Assigned 20,000^
Ratings Debenture-Issue XXIII 2021 Stable’
Brickwork Non-Convertible March 13, ‘BWR BBB+/ Assigned 35,000$
Ratings Debenture-Issue XXII 2021 Stable’
India Ratings Non-Convertible December 4, ‘BWR BBB+/ Assigned 35,000*
Debenture-Issue XXI 2020 Stable’
India Ratings Non-Convertible November ‘IND A-/ Upgraded 30,000
Debenture-Issue XX 23, 2022 Stable’
India Ratings Non-Convertible November ‘IND A-/ Upgraded 30,000#
Debenture-Issue XIX 23, 2022 Stable’
India Ratings Non-Convertible November ‘IND A-/ Upgraded 35,000
Debenture-Issue XVIII 23, 2022 Stable’
India Ratings Non-Convertible November ‘IND A-/ Upgraded 30,000
Debenture-Issue XVII 23, 2022 Stable’
India Ratings Non-Convertible November ‘IND A-/ Upgraded 30,000
Debenture-Issue XVI 23, 2022 Stable’
India Ratings Non-Convertible November ‘IND A-/ Upgraded 30,000
Debenture-Issue XV 23, 2022 Stable’
India Ratings Proposed Bank loan November ‘IND A-/ Upgraded 10,000
23, 2022 Stable’
$The rated amount includes the unsecured portion of the Issue for up to ₹4,000 lakhs.
*The rated amount includes the unsecured portion of the Issue for up to ₹3,000 lakhs.
#The rated amount includes the unsecured portion of the Issue for up to ₹3,000 lakhs.
^ Our Company has considered unutilised rating assigned of ₹ 1,000 lakhs for this Issue.

Security threats and measures taken to mitigate them

The principal security risks to our operations are robbery and employee theft or fraud. We have extensive security
and surveillance systems and dedicated security personnel to counter external security threats. To mitigate internal
threats, we undertake careful pre-employment screening, including obtaining references before appointment. We
also started installing surveillance cameras across our branches. To protect against robbery, all branch employees
work behind wooden, glass and steel counters, and the back office, strong room/safe and computer areas are

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locked and closed to customers. We also keep the pledged gold in joint custody. While we provide around the
clock armed security guards for risk prone branches, the majority of our branches do not require security guards
as the gold jewellery are stored securely in strong rooms. Since we handle high volumes of cash and gold jewellery
at our locations, daily monitoring, spot audits and immediate responses to irregularities are critical to our
operations. We have an internal auditing program that includes unannounced branch audits and cash counts at
randomly selected branches.

Competition

We face competition from banks, NBFCs and other unregulated/unorganised money lenders. Our Board believes
that we can achieve economies of scale and increased operating efficiencies by increasing the number of branches
under operation and proven operating methods. We believe that the primary elements of competition are the
quality of customer service and relationship management, branch location and the ability to lend competitive
amounts at competitive rates. In addition, we believe the ability to compete effectively will be based increasingly
on strong management, regional market focus, automated management information systems and access to capital.

Property

Our registered office is located in Kottayam, Kerala and is owned by our Promoter. As of June 30, 2024, we have
branch offices in Kerala, Tamil Nadu, Karnataka, Andhra Pradesh, Telangana, Delhi, Uttar Pradesh and
Maharashtra along with the union territory of Puducherry, most of which are contracted on a leasehold basis.

Intellectual Property

As on the date of this Prospectus, we have obtained 16 trademark registrations with the Trade Marks Registry
under the Trade Marks Act, 1999.

Employees

As on June 30, 2024, we had 3842 employees.

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 HISTORY AND CERTAIN OTHER CORPORATE MATTERS

Our Company was incorporated on March 25, 1987, as ‘Standard Shares and Loans Private Limited’, a private
limited company under the Companies Act, 1956 with a certificate of incorporation issued by the RoC. The name
of our Company was changed to ‘Kosamattam Finance Private Limited’ pursuant to a resolution passed by the
shareholders of our Company at the EGM held on June 2, 2004 and a fresh certificate of incorporation dated June
8, 2004 issued by the RoC. Subsequently, upon conversion to a public limited company pursuant to a special
resolution of the shareholders of our Company dated November 11, 2013, the name of our Company was changed
to ‘Kosamattam Finance Limited’ and a fresh certificate of incorporation was issued by the RoC on November
22, 2013.

Our Company has originally obtained a certificate of registration dated August 24, 2000 bearing Registration no
B-16.00117 issued by RBI to commence/carry on the business of non-banking financial institution without
accepting public deposits subject to the conditions mentioned in the said certificate of registration, under Section
45 IA of the RBI Act. As on date, our Company has a valid certificate of registration dated December 19, 2013
bearing registration no. B-16.00117 issued by the RBI to commence/carry on business of non-banking financial
institution without accepting public deposits subject to the conditions mentioned in the certificate of registration,
under Section 45 IA of the RBI Act.

Our Company has obtained a full-fledged money changers license bearing license number FE.
KOC.FFMC.40/2006 dated February 07, 2006 issued by the RBI which is valid up to February 28, 2025.

Our Company holds a Certificate of Registration dated May 28, 2014 bearing Registration Number IN–DP–
CDSL–717-2014 issued by the SEBI to act as Depository Participant in terms of Regulation 20 of the Securities
and Exchange Board of India (Depositories and Participants) Regulations, 1996.

Our company holds a Certificate of Renewal Registration dated March 28, 2022 bearing Registration Number -
CA0179 issued by IRDA to commence/carry business in the capacity of a Corporate Agent (Composite) under
the Insurance Regulatory and Development Authority Act, 1999. The registration is valid up to March 31, 2025.

Our Company does not have any subsidiaries.

Registered office of our Company

The registered office of our Company is located at Kosamattam City Centre, Floor Number 4th & 5th, T.B Road,
Kottayam - 686001, Kerala, India.

Main objects of our Company

The main objects of our Company as contained in our Memorandum of Association are:

1. To carry on business as a non-banking financial company as defined under Section 45-I A of the RBI Act.

2. To engage in the business of a depository participant.

3. To engage in the business of agriculture by acquiring land on freehold basis or leasehold basis.

4. To act as composite corporate agent of insurance companies in India in accordance with the terms and
conditions prescribed by RBI vide its circular DNBS (PD) C.C. No. 35/10.24/2003-04 of February 10, 2004,
and any amendment thereto from time to time.

5. To act as mutual fund distributor and commission agent.

6. To act as agents and sub agents of travel agents, tour operators, transport agents and contractors and to
book tickets for travel by air, rail, and road, to arrange and operate tours and to handle all matters related
to travel and transport as their agents and sub agents.

7. To carry on and undertake the business of commission agents of various service providers, money transfer
services, money changers, authorised dealers in foreign exchange or foreign securities, either directly or as
agents, brokers or otherwise of other companies engaged in these businesses, to do fee-based marketing

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 activities for other third-party products and services and to act as Business Correspondents and / or Direct
Selling Agents of Banks and other Financial Institutions.

8. To carry on, manage, supervise, and control the business of transmitting, manufacturing, supplying,
generating, distributing, buying selling and dealing in electricity and all forms of energy and power generated
by any source whether nuclear, steam, hydro or tidal, water, wind, solar, hydrocarbon fuel or any other form,
kind or description.

9. To provide leasing advisory, investment, and financial consultancy service and or to form the leasing arm of
other entities.
Key milestones and major events

Financial
Particulars
Year
2004-2005 Mathew K. Cherian & Laila Mathew acquired the entire share capital of Standard Shares &
Loans Private Limited.
2006-2007 Our Company received FFMC license for money changing activities.
2009-2010 Our Company was designated as a Systemically Important NBFC (NBFC – ND- SI).
2014-2015 Our Company received Depository Participant License.
2015-2016 Our Company became corporate agent of Life Insurance Corporation.
2015-2016 Our Company was issued a certificate of registration by IRDA to commence business in the
capacity of a corporate agent (composite).
2017-2018 Our Company started its microfinance operations.
2018-2019 Kosamattam Mathew K. Cherian Financiers Private Limited merged with our Company pursuant
to the order of the NCLT approving the scheme of amalgamation vide an order dated June 26,
2018.
2019-2020 Our Company has entered into corporate agency agreement with HDFC Life Insurance
Company Limited on September 14, 2019 for providing corporate agent services including
soliciting, procuring and marketing of HDFC life insurance products.
2022-2023 India Ratings & Research Private Limited upgraded the debt facilities of our Company to ‘IND
A-/Stable’.

Key Agreements

Memorandum of Understanding dated May 07, 2004 between Mathew K. Cherian (representative of the
“buyers”) and Thomas Porathur (representative of the “sellers”) (“MoU”)

Pursuant to the MoU, Mathew K. Cherian and Laila Mathew, our Promoters, acquired the entire paid-up share
capital of Standard Shares and Loans Private Limited comprising of ₹42,00,000 divided into 4,200 equity shares
of ₹1,000 each. The consideration for the sale was the par value of the equity shares as credited as paid-up capital
in the balance sheet as at March 31, 2004.

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 OUR MANAGEMENT

The Articles of Association of our Company require us to have not less than three and not more than 15 Directors.
As on the date of this Prospectus, we have four Directors on the Board which include two Executive Directors,
three Independent Directors.

Board of Directors

The general superintendence, direction and management of our affairs and business are vested in the Board of
Directors.

Details relating to Directors.

Name, designation, DIN, nationality, occupation, date of Age

Other Directorships
appointment, term and address (years)
Mathew K. Cherian 68 1. Kosamattam Ventures
Private Limited; and
Designation: Chairman and Managing Director 2. Kosamattam Nidhi
Limited.
DIN: 01286073

Nationality: Indian

Occupation: Business

Date of appointment: May 07, 2004

Term: Re-appointed for a further period of five years with effect

from March 09, 2023, and liable to retire by rotation

Address: 354A, Kosamattam House, Manganam P.O., Kottayam

- 686 018, Kerala, India.
Laila Mathew 66 1. Kosamattam Ventures
Private Limited; and
Designation: Whole-Time Director 2. Kosamattam Nidhi
Limited
DIN: 01286176

Nationality: Indian

Occupation: Business

Date of appointment: May 07, 2004

Term: Re-appointed for a further period of five years with effect

from March 09, 2023

Address: 354A, Kosamattam House, Manganam P.O., Kottayam

– 686 018, Kerala, India.

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 Name, designation, DIN, nationality, occupation, date of Age
Other Directorships
appointment, term and address (years)
Paul Jose Maliakal 73 1. Muthoottu Mini
Financiers Limited
Designation: Independent Director

DIN: 07218120

Nationality: Indian

Occupation: Chartered Accountant

Date of appointment: June 25, 2018

Term: Re-appointed with effect from March 24, 2020 up to March

23, 2025*

Address: Chethalan Deepthi, Convent Road, Chalakudy – 680

307, Kerala, India.
Sebastian Kurian 67 NIL

Designation: Independent Director

DIN: 09416863

Nationality: Indian

Occupation: Lawyer

Date of appointment: December 14, 2021

Term: Appointed with effect from December 14, 2021, up to May

17, 2024**

Address: Puthiyaparampil, Pampady, Poothakuzhy, Vaikom,

Kottayam - 686 521, Kerala, India
*Vide Shareholders’ Special Resolution dated March 16, 2020, Paul Jose Maliakal and C. Thomas John are
reappointed for a term of five consecutive years with effect from March 24, 2020.
**Sebastian Kurian was appointed as an Independent Director to fill the casual vacancy caused by the death of
Kavil Viswambharan Raveendravilasam.

Brief Profile of Directors

Mathew K. Cherian, at the age of 68, serves as the Chairman and Managing Director of our Company. He
completed his secondary education in 1974 and embarked on a lending business through Kosamattam Bankers.
He has been a member of our Company’s board of directors since June 11, 2004. His received the ‘Gandhi Peace
Foundation Award’ in 2007.

Laila Mathew, aged 66 years, is the Whole-Time Director of our Company. She completed her secondary
education in 1975. She has been a member of our company’s board of directors since June 11, 2004. She received
the Kerala Christian Foundation, Annie Mascarene award in year 2014-2015.

Paul Jose Maliakal, aged 73 years, is an Independent Director of our Company. He is qualified chartered
accountant and a member of the Institute of Chartered Accountants of India.

Sebastian Kurian, aged 67 years, is an Independent Director of our Company. He holds a degree of bachelor of
law from the University of Kerala and a degree of bachelor of arts from the University of Kerala

Confirmations

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None of our Directors have been restrained or prohibited or debarred by SEBI from accessing the securities market
or dealing in securities.

None of our directors is a promoter or director of another company which is debarred from accessing the securities
market or dealing in securities by the SEBI.

None of our Directors have been identified as a ‘wilful defaulter’ by any financial institution or bank, or a
consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI. None of our directors
features in any list of defaulters by ECGC or any government/regulatory authority.

Further, none of our Promoters or Directors have been declared as a Fugitive Economic Offender.

None of our Directors was a promoter, director or person in control of any company which was delisted within a
period of ten years preceding the date of this Prospectus, in accordance with the SEBI Delisting Regulations or
Chapter V of the erstwhile SEBI (Delisting of Equity Shares) Regulations, 2009.

No fine or penalties levied by the Board /Stock Exchanges is pending to be paid by the issuer at the time of
filing the offer document

The issuer is not in default of payment of interest or repayment of principal amount in respect of non-
convertible securities, for a period of more than six months.

Relationship between Directors

Except as stated below, none of our Directors are related to each other.

Sr. No. Name of Director Designation Relationship with other Directors

1. Mathew K. Cherian Chairman and Managing Director Husband of Laila Mathew

2. Laila Mathew Whole-Time Director Wife of Mathew K. Cherian

Remuneration to the Directors

Chairman and Managing Director

Mathew K. Cherian was re-appointed for a period of 5 years, with effect from March 09, 2023 as the Chairman
and Managing Director of our Company by a resolution of the Board of Directors dated February 10, 2023 and
the approval of the shareholders in their extraordinary general meeting held on March 09, 2023.

Pursuant to the resolution of our Board of Directors passed at their meeting held on February 10, 2023 and a
resolution of our Shareholders passed at in their extraordinary general meeting held on March 09, 2023, the
remuneration to be paid to Mathew K. Cherian was revised and set forth below are the details of his present
remuneration pursuant to the terms of his employment:

Particulars Details
Salary ₹10.00 lakh per month
Commission 4% of net profits of our Company

Whole-time Director

Laila Mathew was re-appointed for a period of 5 years, with effect from March 09, 2023 as the Whole-Time
Director of our Company by a resolution of the Board of Directors dated February 10, 2023 and the approval of
the shareholders in their extraordinary general meeting held on March 09, 2023.

Pursuant to the resolution of our Board of Directors passed at their meeting held on February 10, 2023 and a
resolution of our Shareholders passed at in their extraordinary general meeting held on March 09, 2023, the

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remuneration to be paid to Laila Mathew was revised and set forth below are the details of her present
remuneration pursuant to the terms of her employment:

Particulars Details
Salary ₹8.00 lakh per month
Commission 4% of net profits of our Company

Independent Directors

The Board of Directors of our Company in their meeting held on March 25, 2015, has approved payment of ₹5,000
as sitting fees to Non-Executive/Independent Directors, for attending every meeting of the Board of Directors.
During the financial year ended March 31, 2023, the total sitting fees paid by our Company to our Independent
Directors was ₹ 5.55 lakhs.

Borrowing Powers of the Board

Pursuant to the resolution passed by the shareholders of our Company at their EGM held on March 09, 2023 and
in accordance with provisions of Section 180(1)(c) of the Companies Act, 2013 and all other applicable provisions
of the Companies Act, 2013 and the Articles of Association of our Company, the Board has been authorised to
borrow sums of money as they may deem necessary for the purpose of the business of our Company, which
together with the monies already borrowed by our Company (apart from temporary loans obtained from our
Company’s bankers in the ordinary course of business), may exceed at any time, the aggregate of the paid-up
capital of our Company and its free reserves (that is to say, reserves, not set apart for any specific purpose) by a
sum not exceeding ₹12,00,000 lakhs.

Interest of the Directors

All the directors of our Company may be deemed to be interested to the extent of fees, if any, payable to them for
attending meetings of the Board or a committee thereof as well as to the extent of other remuneration, commission
and reimbursement of expenses payable to them. Further, other than the Promoter Directors of our Company,
none of the Directors have any interest in the promotion of our Company. Further, none of our Directors have any
interest in any immovable property acquired by our Company in the two years preceding the date of this
Prospectus or any immovable property proposed to be acquired by it.

All the directors of our Company may also be deemed to be interested to the extent of Equity Shares, if any, held
by them or by companies, firms and trusts in which they are interested as directors, partners, members or trustees
and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

All our directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company with any company in which they hold directorships or any partnership firm in which
they are partners as declared in their respective declarations. Except as otherwise stated in this Prospectus and
statutory registers maintained by our Company in this regard, our Company has not entered into any contract,
agreements or arrangements during the preceding three years from the date of this Prospectus in which the
directors are interested directly or indirectly and no payments have been made to them in respect of these contracts,
agreements or arrangements which are proposed to be made with them.

Appointment of any relatives of Directors to an office or place of profit

Other than George Thomas (Chief Business Officer), Saju John Varghese (Chief Operating Officer) and Milu
Mathew (Senior Manager), none of the relatives of Directors are appointed to an office or place of profit.

Debenture holding of Directors.

As on date, none of our Directors hold any debentures issued by our Company.

Details of remuneration paid/payable to our Directors during the last three financial years ended March
31, 2024, March 30, 2023 and March 31, 2022 by Our Company and our associates are as follows:
(₹ in lakhs)

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 Sr. As on As on As on
Name of the March March March 31,
No Designation
Director 31, 2024 31, 2023 2022
.
1. Mathew K. Cherian Chairman and Managing 535 520 417.50
Director
2. Laila Mathew Whole-Time Director 511 496 393.50
3. Jilu Saju Varghese* Non-Executive Director 0 0 Nil
4. Paul Jose Maliakal Independent Director 2.35 1.55 1.20
5. C. Thomas John** Independent Director 4 2.9 2.70
6. Kavil Independent Director NA NA 0.05
Viswambharan
Raveendravilasam*
**
7. Sebastian Kurian Independent Director 1.70 1.1 0.35
*Ceased to be the independent director of the Company w.e.f. September 17, 2021.
**Ceased to be the independent director of the Company w.e.f. May 21, 2024.
***Ceased to be the non-executive director of the Company w.e.f. September 30, 2023

Appointment to office of profit

Other than George Thomas (Chief Business Officer), Saju John Varghese (Chief Operating Officer) and Milu
Mathew (Senior Manager) none of our Directors’ relatives have been appointed to an office or place of profit.

Changes in the Directors of our Company during the last three years

The changes in the Board of Directors of our Company in the three years preceding the date of this Prospectus are
as follows:

Sr. Name, Date of Date of Remarks

No Designation, Appointme Cessation, if
. DIN nt applicable
1. Sebastian Kurian, December - Appointed to fill the casual
Designation: Independent 14, 2021 vacancy caused by the death of
Director, Mr. Kavil Viswambharan
DIN: 09416863 Raveendravilasam
2. Mr. Kavil Viswambharan March 21, September 17, Nil
Raveendravilasam, Designation: 2019 2021
Independent Director,
DIN: 07603053
3. Jilu Saju Varghese October September 30, Resigned w.e.f. September 30,
Designation: Non-Executive 01, 2011 2023 2023
Director,
DIN: 03621643
4. C. Thomas John August 19, May 21, 2024 Resigned w.e.f. May 21, 2024
Designation: Independent 2015
Director,
DIN: 02541626

Shareholding of Directors, including details of qualification shares held by Directors.

As per the provisions of our MoA and AoA, Directors are not required to hold any qualification shares. Details of
the Equity Shares held in our Company by our Directors, as on June 30, 2024, are provided in the table given
below:

Number of Number of Percentage of the Percentage of the

Sr. Name of
Equity Shares Preference total equity paid-up total paid-up
No. Director
held Shares held capital (%) capital (%)
1. Mathew K. 128452270 0 56.91 56.91
Cherian
2. Laila 30148300 0 13.36 13.36

133
 Number of Number of Percentage of the Percentage of the
Sr. Name of
Equity Shares Preference total equity paid-up total paid-up
No. Director
held Shares held capital (%) capital (%)
Mathew
3. Paul Jose 0 0 0 0
Maliakal
4. C. Thomas 0 0 0 0
John
5. Sebastian 0 0 0 0
Kurian

Key Managerial Personnel

Our Company’s Key Managerial Personnel are as follows:

Annamma C. Varghese, aged 63 years, is the Chief Financial Officer of our Company. Prior to being appointed
as the Chief Financial Officer of our Company, she was the Company Secretary of our Company. She is a member
of the Institute of Company Secretaries of India. She is also an associate member of the Institute of Cost
Accountants of India. She has more than 26 years of work experience in corporate and secretarial functions. Prior
to joining our Company, she was working with Thaqdees Hospitals Limited. She has been working with our
Company since March 2, 2012. She was appointed as Chief Financial Officer of our Company on March 5, 2016.

Sreenath P, aged 33 years, is the Company Secretary and Compliance Officer of our Company. He holds a
bachelor’s degree in commerce from University of Calicut, master’s degree in Commerce from Indira Gandhi
National Open University. He is also a fellow Member of the Institute of Company Secretaries of India. He has
over 7 years of experience in secretarial and compliance matters. He was appointed as the Company Secretary of
our Company on March 5, 2016.

Interest of the Directors, Key Managerial Personnel or Senior Management in the Issue

None of our Directors, Key Managerial Personnel or Senior Management have any financial or other
material interest in the Issue.

Details of various committees of the Board

1. Audit Committee

The Audit Committee was constituted by the Board of Directors through its resolution dated February 27, 2012.
The Audit Committee was last re-constituted on May 21, 2024, and it currently comprises the following Directors:

(i) Mathew K. Cherian

(ii) Paul Jose Maliakal
(iii) Sebastian Kurian

The scope and functions of the Audit committee are in accordance with Section 177 of the Companies Act, 2013
and its terms of reference are as follows:

Functions and terms of operations of the Audit Committee include the following: -

1. The Audit Committee shall have powers, including the following:

1. To investigate any activity within its terms of reference;
2. To seek information from any employee;
3. To obtain outside legal or other professional advice; and
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

A. The role of the audit committee shall include the following:

1. Overview of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

134
3. Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
a) matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 201;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgment by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) qualifications in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for
approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice, and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to
take up steps in this matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Approval of any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to\ the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;
17. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18. Reviewing the functioning of the whistle blower mechanism;
19. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or other person heading the finance
function or discharging that function) after assessing the qualifications, experience, and background, etc. of
the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments;
22. Audit Committee must ensure that an Information System Audit of the internal systems and processes is
conducted at least once in two years to assess operational risks faced by the Company.

Further, the Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the
management;
3. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal, and terms of remuneration of the Chief Internal Auditor if any shall be subject to
review by the Audit Committee.
6. Statement of deviations:

135
a) Quarterly statement of deviation(s), submitted to stock exchange(s) in terms of Regulation 32(1) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time.
b) Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(5) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

2. Asset Liability Management Committee

The Asset Liability Management Committee was constituted by the Board of Directors through its resolution
dated July 09, 2011. The Asset Liability Management Committee was last reconstituted on May 21, 2024, and it
currently comprises the following:

(i) Mathew K. Cherian

(ii) Laila Mathew
(iii) Sebastian Kurian
(iv) Saju John Varghese
(v) George Thomas
(vi) Annamma Varghese

Asset Liability Management Committee shall be responsible for recommending to the Board prudent
asset/liability management policies and procedures and shall have the following responsibilities:

a) successful implementation of the risk management process;

b) integration of basic operations and strategic decision making with risk management;
c) overall responsibility for management of risks;
d) deciding the risk management policy of the Company;
e) (setting limits for liquidity, interest rate and equity price risks and shall be responsible for ensuring adherence
to the limits set thereby;
f) Deciding the business strategy of the Company (on the assets and liabilities side) in line with the Company's
budget and decided risk management objectives.
g) Articulating the current interest rate view of the NBFC and base its decisions for future business strategy on
this view
h) reviewing Interest rate forecasts and spreads for Company;
i) analyzing, monitoring, and reporting the risk profiles;
j) responsible for balance sheet planning from risk-return perspective including the strategic management of
interest rate and liquidity risks;
k) review the results of and progress in implementation of the decisions made in the previous meetings
l) Asset Liability Management Committee shall consider, inter alia, shall include product pricing for both
deposits and advances, desired maturity profile and mix of the incremental assets and liabilities, prevailing
interest rates offered by other peer NBFCs for the similar services/product, etc.

a. Asset Liability Management Process: the scope of Asset Liability Management Committee function can be
described as follows: Liquidity risk management:
• Management of market risks
• Funding and capital planning
• Profit planning and growth projection.
• Forecasting and analyzing 'What if scenario' and preparation of contingency plans.

Any other power, role and terms of references as may be stipulated under Master Direction - Non-Banking
Financial Company - Systemically Important Non-Deposit Taking Company and Deposit taking Company
(Reserve Bank) Directions, 2016.

3. Risk Management Committee

The Risk Management Committee was constituted by the Board of Directors through its resolution dated July 09,
2011. The Risk Management Committee was last reconstituted on May 21, 2024.

The Risk Management Committee currently consists of the following persons:

136
(i) Mathew K. Cherian
(ii) Laila Mathew
(iii) Sebastian Kurian
(iv) Arun Kumar (Chief Information Officer and Chief Risk Officer)

The terms of reference of the Risk Management Committee includes the following:

a. Establishing the context of risks;

b. Identifying the risks;
c. Assessing probability and possible consequences of the risks.
d. Developing strategies to mitigate these risks;
e. Monitoring and reviewing the outcomes;
f. Communicating and consulting with the parties involved;
g. Risk committee performs centralised oversight and policy setting of risk management activities and to provide
communication to the board of directors regarding important risks and related risk management activities;
h. The risk committee approves the design of the Company’s enterprise-wide risk management framework,
including supporting methods, risk policies, risk inventories and the risk ranking methodology, as they relate
IT and IT compliance risks;
i. The committee review and advise the board on the risk impact of strategic business decisions and assess
strategic alignment with the Company’s IT risk appetite;
j. Review significant aggregate risk concentration and other escalations and approve significant corrective
actions recommended by management;
k. Report to the full Board / IT Steering Committee on the Company’s most significant risk, risk trends, as well
as related risk response strategies and the performance of the Company’s risk management capabilities;
l. Oversee the implementation of and adherence to corporate risk policies, processes, and other risk guidance;
m. Frequent review of risk assessment.

4. Nomination & Remuneration Committee

The Nomination & Remuneration Committee was constituted by a board resolution dated January 09, 2012. The
Nomination & Remuneration Committee was last reconstituted on May 21, 2024 and it currently comprises the
following Directors:

The Committee currently comprises:

(i) Sebastian Kurian

(ii) Paul Jose Maliakal
(iii) Laila Mathew

The scope and function of the Nomination and Remuneration committee is in accordance with Section 178 of the
Companies Act and its terms of reference are as follows:

Terms of reference of the Nomination Committee includes the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel
and other employees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors;
6. Recommending to the Board, all remuneration, in whatever form, payable to senior management of the
Company;
7. Ensuring 'fit and proper' status of proposed/ existing Directors of the Company.
8. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable
laws in India or overseas, including:
a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the
extent each is applicable; or

137
 b) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 2003.
9. Performing such other activities as may be delegated by the Board of Directors and/or are statutorily
prescribed under any law to be attended to by the Nomination and Remuneration Committee.”

5. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was re-constituted by way of a board resolution dated May 21,
2024. The Corporate Social Responsibility Committee comprises of the following members:

(i) Mathew K. Cherian

(ii) Laila Mathew
(iii) Sebastian Kurian

The scope and functions of the Corporate Social Responsibility Committee is in accordance with Section 135 of
the Companies Act and its terms of reference are as follows:

The terms of reference of Corporate Social Responsibility Committee includes the following:

a) To formulate and to recommend to the Board, a corporate social responsibility policy which shall indicate
the activities to be undertaken by our Company as specified in Scheduled VII;
b) Recommend the amount of expenditure to be incurred on the activities referred to in clause 1; and
c) Monitor the Corporate Social Responsibility policy of our Company from time to time.

6. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was re-constituted by a board resolution dated May 21, 2024.

The Committee currently comprises of the following members:

(i) Mathew K. Cherian

(ii) Laila Mathew
(iii) Sebastian Kurian

The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 (6) of
the Companies Act, 2013.

Terms of Reference for the Stakeholders Relationship Committee:

The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required by the
stock exchanges from time to time, the following:

1. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company; and
5. Carrying out any other function contained in the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

7. Debenture Committee

The Debenture Committee was re-constituted by the Board of Directors through its resolution dated May 21, 2024.
The Debenture Committee comprises of the following persons:

(i) Mathew K. Cherian

138
(ii) Laila Mathew; and
(iii) Sebastian Kurian

The terms of reference of the Debenture Committee includes the following:

1. To determine and approve, the terms and conditions and number of the debentures to be issued, the timing,
nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum
subscription, retention of oversubscription, if any, etc., to approve and make changes to the draft prospectus, to
approve the prospectus, including any corrigendum, amendments supplements thereto, and the issue thereof and
to issue and allot the debentures and to approve all other matters relating to the issue and do all such acts, deeds,
matters and things including execution of all such deeds, documents, instruments, applications and writings as it
may, at its discretion, deem necessary and desirable for such purpose including without limitation the utilisation
of the issue proceeds, modify or alter any of the terms and conditions, including size of the Issue, as it may deem
expedient, extension of issue and/or early closure of the issue.

Apart from the aforementioned committees formed in accordance with the Companies Act, 2013, the Listing
Regulations and in relation to the Issue, our Company has also formed a Committee for Bank Operations and an
IT Strategy Committee.

139
 OUR PROMOTERS

The Promoters of our Company are:

1. Mathew K. Cherian;
2. Laila Mathew; and
3. Jilu Saju Varghese

As on the date of this Prospectus, our Promoters collectively hold 15,86,00,970 Equity Shares, which constitutes
71.39% of our Company’s equity shares capital.

Profiles of our Promoters

Mr. Mathew K. Cherian

Mr. Mathew K. Cherian, aged 68 years, is the Promoter and Chairman and
Managing Director of our Company.

Permanent Account Number: ABUPC1286H

Date of Birth: November 01, 1955

He has over 40 years of experience in finance business. He received the

‘Gandhi Peace Foundation Award’ in 2007. He holds 12,84,52,270 Equity
Shares, which constitutes 57.82% of our Company’s equity share capital.
For a complete profile of Mathew K. Cherianc see “Our Management” on
page 129.

Ms. Laila Mathew

Ms. Laila Mathew, aged 66 years, is the Promoter and Whole-Time

Director of our Company.

Permanent Account Number: AEDPM1526Q

Date of Birth: November 02, 1957

She has over 30 years of experience in finance business. She holds

3,01,48,300 Equity shares, which constitutes 13.57% our Company’s
equity share capital. For a complete profile of Ms. Laila Mathew, “Our
Management” on page 129.

Ms. Jilu Saju Varghese

Ms. Jilu Saju Varghese, aged 43 years, is the Promoter of our Company.

Permanent Account Number: AKQPV0135R

Date of Birth: May 27, 1981

She holds a bachelor’s degree in Commerce from Mahatma Gandhi

University, Kerala. She has joined our Company as a director in the year
2011. She holds 400 Equity Shares in our Company. For a complete profile
of Ms; Jiju Saju Varghese, ‘’Our management’’ on page 129.

140
Our Company confirms that the permanent account number, aadhar number, driving license number, bank account
number(s) and the passport number of the Promoters have been submitted to the Stock Exchange at the time of
filing of the Prospectus.

There have been no changes in the Promoter’s holding in our Company during last financial year beyond the
threshold prescribed by RBI.

Interest of our Promoters in our Company

Except as stated under “Our Management” beginning on page 129, to the extent of their shareholding in our
Company and to the extent of remuneration received by them in their capacity as Executive Directors, and to the
extent of loans availed from our Company, our Promoters do not have any other interest in our Company’s
business. Further, our Promoters have no interest in any property acquired by our Company in the last two years
from the date of this Prospectus, or proposed to be acquired by our Company, or in any transaction with respect
to the acquisition of land, construction of building or supply of machinery.

Other Confirmations

None of our Promoters and the relatives of the Promoters as per the Companies Act, have been identified as wilful
defaulters by any financial institution or bank or a consortium thereof in accordance with the guidelines on
identification of wilful defaulters prescribed by the RBI. Further, none of our Promoters have been declared as a
Fugitive Economic Offender.

None of our Promoters, or person(s) in control of our Company was a promoter, director or person in control of
any company which was delisted within a period of ten years preceding the date of this Prospectus, in accordance
with the SEBI Delisting Regulations or Chapter V of the erstwhile SEBI (Delisting of Equity Shares) Regulations,
2009.

No violations of securities laws have been committed by our Promoters in the past or are currently pending against
them. Our Promoters have not been restrained or debarred or prohibited from accessing the capital markets or
restrained or debarred or prohibited from buying, selling or dealing in securities under any order or directions
passed for any reasons by SEBI or any other authority or refused listing of any of the securities issued by any
stock exchange in India or abroad.

None of the members forming part of our Promoter Group have been restrained or debarred or prohibited from
accessing the capital markets or restrained or debarred or prohibited from buying, selling, or dealing in securities
under any order or directions passed for any reasons by SEBI or any other authority or refused listing of any of
the securities issued by any stock exchange in India or abroad.

Our Promoters’ equity shareholding in our Company, as on June 30, 2024 is as set forth below:

Sr. Total Number of shares Total shareholding Equity Shares % of Equity

Name of
No number of held in as a % of total pledged or Shares pledged
Promote
. Equity dematerialised number of Equity otherwise with respect to
r
Shares Form Shares encumbered shares owned
1. Mathew 12,84,52,270 12,84,52,270 57.82 NIL NIL
K.
Cherian
2. Laila 3,01,48,300 3,01,48,300 13.57 NIL NIL
Mathew
3. Jilu Saju 400 400 Negligible NIL NIL
Varghese
Total 15,86,00,970 15,86,00,970 71.39 NIL NIL

As on June 30, 2024, our Promoters do not have any preference shareholding of our Company.

141
 RELATED PARTY TRANSACTIONS
For details of the related party transactions of our Company entered during the last three Fiscals i.e., 2024, 2023
and 2022, see “Financial Statements” on page 143.

142
 SECTION V- FINANCIAL STATEMENTS
FINANCIAL INFORMATION

Sr. Particulars
No.
1. Audited Financial Statements as at and for the year ended March 31, 2022 F – 1 to F – 259
2. Audited Financial Statements as at and for the year ended March 31, 2023
3. Audited Financial Statements as at and for the year ended March 31, 2024

143
 SGS&COMPANY
eiank d ,4cuaatarrto

INDEPf, NDENT AUDITORS' Rf, PORT

To The Members of,

Kosamattsm Finance Limited

CIN: U65929KL1987PLC004729

Repo on the Audit of the Standalon€ Fitrancial Statem€nts

Opiniotr

We have audited the accompanying Standalone Financial Statements of Kosamattam Finalce

Limited ('lhe Company"), which comprise the Balance Sheet as at March 31,2022, and the Statement
of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and
Statement of Cash flows for the year then ended, and notes to the Standalone Financial Statements
including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Standalone Financial Statements, give the information required by the Cqmpanies Act,2013
("the Act") in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended (.'Ind AS") and other accounting principles generally
accepted in India, ofthe state of affairs ofthe Company as at March 31,2022, at]d its profit (including
other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinioo

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent ofthe company in accordance with the Code ofEthics issued by the Institute of Chartered
Accountants of lndia (lCAl) together with the ethical requirements that are relevant to our audit ofthe
Standalone Financial Statements under the provisions ofthe Companies Act 2013 and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code ofEthics. W€ believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.

Xev Audit Matt€rs

Key Audit Matters ar€ those matters that, in our professional judgement were of most significance in
our audit ofthe Standalone Financial Statements ofthe cunent period. These matters were addressed in
th€ context ofour audit ofthe Standalone Financial Statements as a whole, and in forming our opinion
thereon. So we do not provide a separate opinion on these matt€rc. We have determined the matt€r
described below as the Key Audit Matter to be communicated in our reporl.

!C
H.O. : )(657/8, CA-MED Tower, Pallikulam Road, Near Chaldean Centre, Thnssur- 680001.
PH.: lol O4A7 -2446109,2425420, e-mail: mail@sgsandcompany.com, web.i sgsandcompany.com
Branches
Kochin:GmceNest,NearParkCentralHotel,KadavanlharaRoad,Kaioor,Cochin-682017,Ph:04844011990
Chennai : Al 5, Ben Foundalion, Orchard W€sl End, Near velammal I atriculation School,
T.S. Krishna Naga., Mogappair East, Chennai 600037
Calicut : 4/631-D5, Maity Bhavan, Behind SNES College, Near 4th Gate, Therveed Lane, Calicul - 673032
F-1
X€v Audil Matt€rs Audit Procedures rdopted

Ind-AS 109 (Financial lnstruments) rcquires the We have evaluated the management's process and
Company to recognise Expected Crcdit Loss tested key controls around the determination of
(ECL) and impairment loss allowances on expected credit loss allowanc€s, including controls
financial assets, which involves application of relating to:
significant judgement and estimates including use
of key assumptions such as probability of default -The identification of events leading to a
and loss given default. The outbreak of the significant increase in risk and credit impairment
COVID - 19 pandemic and its post impact events and
necessitates that the Company shall specifically
consider the possible impact of uncertainties -The, determination of the irrlpaired credit loss
associated with the same in applying such allowances and the key assumptions including
judgement and estimates. probability of default and loss given default on a
forwardJooking basis having regard to historical
Management estimates impairment provision exPeriences.
using Expected Credit loss model for the loan
exposure. Measurement of loan impairment We understood and assessed the appropriateness
involves application of significant judgement by of the impairment methodolos/ developed and
the management. The most significant judgements used by the management at the entity level,
and assumptions arc: including with referenc€ to the possible impact of
the unc€rtainties associated with the post COVID-
Prompt and judicious identification and 19 impacts. We tested the accuraoy of key data
classification of the impaired loans, and inputs and calculations used in this regard.
determination of probability of defaults (PD) and
estimation of loss given defaults (LGD) based on We found that these key controls as above, were
the value of collaterals and relevant factors. The designed, implemented and operated effectively,
estimation of Expected Credit Loss (ECL) on and therefore have relied on these key conbols
financial instruments involves significant and management's assessment of financial impacl
judgements and estimates. Following are points for the purposes of our audil of ECL and
with increased level ofaudit focus: impairment loss allowances.

Classification of assets to stage l, 2, or 3 using We have evaluated the management's process in

criteria in accordanc€ with Ind AS 109 which also estimation of futur€ cash receipts for the purpose
include considering the impact ofrecent Covid-|9 of detemination of EIR inoluding identification of
elidemic and its continuing effects in the factors like exp€cted behaviour, life cycle of the
economy. financial asset and probable fluctuation in
Accounting interyretations, modelling collateml value. We tested the accuracy of key
assumptions and data used to build iind run the data inputs and calculations used in this regard.
models and measurement of individual borrowers'
provisions. Inputs and Judgements used in We tested the completeness of loans included in
determinalion of management overlay at verious the Expected Credit Loss calculations as of 3l
asset stages considering the current uncertain March 2022.
economic environment arising out of the COVID
19 Pandemic. We tested assets in stage l, 2 and 3 on sample
basis to veriry that they were allocated to the
approiniate stage.

We performed an overall assessment of the ECL

I
2lPage
F-2
 provision levels at each stage including
managem€nt's alisessment on Covid-19 impact to
determine ifthey were reasonable considering the
Company's portfolio, risk profile, oedit risk
management practices and the macroeconomic
environment. We assessed the adequacy and
appropriateness of disclosures incompliance with
the Ind AS 107 in relation to ECL especially in
relation to judgements used in estimation of ECL
provision.

Information Other than th€ Filrstrcial Statemenh snd Auditor's Report Ther€otr

The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the Company's Annual Report, but do€s not include the
Standalone Financial Statements and our report thercon.

Our opioion on the standalone financial statements does not cover the other information and
wo do not express any form of assumnce conclusion thercon.
In connection witl our audit of the standalone financial statements, our responsibility is to
read the other information and, in doiDg so, ionsider whether the othe; information is
materially inconsistent with the standalone financial statements or our knowledge obtained
during the course of our audit or otherwise apF,ears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are r€quired to report that fact. We have nothing to report in this
regard.

Maorgement's Rcsponsibility for the St.ndalotre Fin.ncial Statements

The company's Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 ('The Acf') with resp€ct to prepa@tion of the Standalone Financial Statements
that give a tru€ and fair view of the financial position, financial performance (including other
comprehensive income),changes in equity and cash flows of the Company in accordance with the
accounling principles generally accepted in India, including Indian Accounting Standard (Ind AS)
prescribed under section 133 of the Act. This responsibility also includes mai;tenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding lhe assets oa the
company and for preventing and detecting frauds and oth6r irregularities; selection:and application of
appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance ofadequate intemal financial controls, that w;re op€mting
effectively for ensuring the accumcy and completeness of the accounting records, relevant to the
preparation and pr€sentation ofthe Standalone Finarcial Statements that give a tlue and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the management is responsible for assessing the
Company's ability to continue as a going concem, disclosing as applicable, matters related to going
concem and using the going concern basis for accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic altemative but to do so. The Board of Directors
are also responsible for overseeing the company's financial reporting process.
8

3lPage P

F-3
Auditor's Responsibilities for the Audit ofthe Standalone Firancial Statements

Our objectives are to obtain reasonable assumnce about whether the Standalone Financial Statements as
a whole are fiee from material misstatement, whether due to fiaud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance.is a high level of assumnce, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatem€nt
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be exp€cted to influence the economic decisions ofthe users
taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance wilh standards on auditing, we exercise professional judgment and
professional scepticism throughout the audit. We also:

. Identiry and assess the risks of material misstatement ofthe Standalone Financial Statements,
whether due to fraud or error, design and perform audit procedues responsive to those risks,
and obtain audit evidence that is sulficient and appropriate to prcvide a basis for our opinion.
The risk of not d€tecting a material misstatement resulting iiom iiaud is higher than for one
resulting from €rror, as liaud may involv€ collusion, forgery, intentional omissions,
misrepres€ntations, or the override of intemal control.

. Obtain an understanding of the intemal contml relevant to the audit in order to design audit
procedures that are appropriate in the circumstancos. Under section 143(3xi)ofthe Act. we are
also responsible for expressing our opinion on whether the company has adequate intemal
financial contol systems in place and operating effectiveness of such controls.

. Evaluate the appmpriateness of accounting policies used and the reasonableness of the
accounting estimates and related disclosures made by the management.

o Conclude on the appropriateness of the management's use of the going concem basis of
accounting and bas€d on the audit evidence obtained, whether a material uncerlainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concem. lfwe conclude lhat a material uncertainty exists ,we are ,equired
to dmw attention in our auditor's rcport to the related disolosures in the Standalone Financial
Statements or, if such disclosures arc inadequate, to modiry our opinion. Oul conclusions are
based on the audit evidenc€ obtained up to the date of our auditor's report. Howevet future
events or conditions may cause the Company to ce6se to continue as a going ooncem.

. Evaluate the overall prcsentation, structur€ and contentofthe Standalone Financial Statements,
including the disclosures, and whether the fingncial statement represeots the underlying
tansactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually
or in aggregate, makes it probable that the economic decisions of a rcasonably knowledgeable user of
the standalone financial statements may b€ influenced. we consider quantitative materialiry and
qualitative factors in (i) planning the scope of out audit work and in evaluating the results of our work;
and (ii) to evaluate the effect ofany identified misstat€ments in lhe standalone financial statements.
rc

4lPage
F-4
We communicate with those charged with govemarce reSarding, among other matters, the planned
scope and timing of the audit and signiflcant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with govemance with a statement that we have complied with r€levant
ethical r€quirements regarding independence, and to communicate with them all relationships and other
matters thal may rcasonably be thought to bear on our independence, &nd where applicable, related
safeguards.

From the matters communicated with those charged with govemance, we determine those matters that
were of most significance in the audit ofthe Standalone Financial Statements ofthe current period and
are therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matte. or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report becaus€ the adverse consequences of
doing so would reasonably be expeated to outweigh the public interest benefits of such mmmunication.

Repo on Other kgsl rrd Regulrtory Requir€ment!

As required by lhe Non-Banking Financial Companies Auditor's Report (Reserve Bank)

Direction, 2016, issued by the Reserve Bank oflndia ln exercise ofthe powers conferred by sub-
section (lA) of Section 45MA ofthe Res€rve Bank oflndia Act, 1934, we give in the"Annexurc
1", an additional Audit Report addressed to the Board of Directors containing our statements on
the matters specified therein.

2. As required by section 143(3 ) of the Act, based on our oudit we report that:

a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, prop€r books of account as requircd by law have been kept by the company so
far as it appears from our examinatiofl ofthose books;

c. The Balance Sheel the Statement of Profit and Loss (including Other Comprehensive
Income),the Statement of Changes in Equity and the Statement of Cash Flows dealt with by
this report are in ageement with the books of account and retums.

d. In our opinion, the aforesaid Standalone Financial Statements comply with the lnd AS
prescribed under Seclion lll oflhe Act.

e. On the basis of the written representations received from the directors as on March 3 I , 2022
and taken on reoord by the Board of Directo6, none of the di.ectors is disqualified as on
March31, 2022, from being appointed as a direclor in terms of section 164 (2) oflhe Act.

f. with respect to lhe adequacy of lhe intemal financial cofltrols over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure 2". Our report expresses an unmodified opinion on the adequacy and operating
elfectiveness ofthe Company's internal financial controls over financial repofiing.

g. With respect to the other matters to be included in the Auditor's Report in accordance with the
requirements ofsection 197(16) ofthe Act, as amended, a

5lPage
F-5
 In our opinion and to the best of our information and according to the explanations given to
us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section | 97 of the Act.

h. With respect to the other matters to be included in the Auditor's Report in accordance with the
Rule l1 ofthe Companies (Audit and Auditors)Rule, 2014,as amended in our opinion and to
the best ofour information and according to explanations given to us:

i. The company has disclosed the impact of pending litigations on its financial position in its
Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

iii. Therehas been no delay in transfering amounts to the Investor Education and Protection
Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge ard belief, no
ftnds (which are material either individually or in the aggregate) have been
advanc€d or loaned or invested (eithea from bonowed funds or share premium or
any other sources or kind of funds) by the Company to or in ary other person or
entity, including foreign entity ("Intermedia.ies"), with the understanding whether
re.orded in writing or otherwis€, that the Intermediary shall, whether, directly or
indirectly lend or invest in other percons or entities identified in any manner
whatso€ver by or on behalf of the Company ("Ultimate Beneficiades") or prcvide
any guamntee, security or the like on behalf ofthe Ultimate Beneficiaries;

(b) The Management has rcpresented, that to the best of its knowledge and belief, no
funds (which are materialeither individually or in the aggregate) have b€en received
by the Company liom any person or entity, including foreign entity ("Funding
Parties"), with the understanding, whether rccorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoev€r by or on behalf of the Funding Party
("Ultimate Beneficiades") or provide any guarantee, security or the like on behalf of
the Ultimale Beneficiaries;

(c) Based on the audit procedurcs that have been considered realonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to b€lieve that
the representations under sub-clause (i) and (ii) of Rule I l(e), as provided under (a)
and (b) above, contain any material misstatement.

v.Dividend (on Preference share capital) declared or paid during the year are in compliance
with Section 123 ofcompanies Act,20l3

tC

SlPage
F-6
 3 As required by the Companies (Auditor's Report) Order, 2020 (the "Order") issued the Cenhal
Govemment in terms of Section 143(l I ) of the Ac! we give in "Annexure 3" a statement on the
matters specified in paragraphs 3 and 4 of the Order.

FoTSGS&Company
Chartered Accountants
Firm registration No: 0098E9S

{kr,.\\
CA SanjoNG, FcA, DISA (ICAI)
Partner
Membership No :2 I 1 952
E
UDIN: 2221 | 952AJZBSF9021

Place: Thrissur
Date :21-05-2022

TlPaBe
F-7
 SGS&COMPANY
efoifin€d.4qar,utaato

ANNf,XURf, I TO THI] AUDITOR'S RI]PORT

To th€ Board ofDirectors of,

Kosamattam Finance Limited

CIN: U65929KL1987PLCo04729

We have audited the Balance Sheet of Kosamattam Finance Limited for the year ended on March 31,
2022, the Statement of Profit and tass (lncluding Other Comprehensive Income), the statement of
changes in equity and the Statement of Cash Flows fol the year then ended adnexed thereto. As
required by the Non-Banking Financial Companies Auditors' Report (Reserve Bank) Direction,20t6,
and according to the information and explanations given to us, we provide herewith, a statement on the
matters specified in paragraphs 3 and 4 ofthe aforesaid directions;

i. The company is engaged in the business ofNon-Banking Financial lnstitution aad it has obtained the
certificate of registration as provided in section 45-IA of the RBI Act, I 93 4.

ii. The Company is entitled to continue to hold the Certificate of Registration in terms of the
Asset{ncome pattem as on March 31,2022.

iii.The company is meeting the requirements of net owned funds as laid down in master directions -
Non banking financial company - Systemically important non deposit taking company and deposit
taking company Reserve Bank) Directions, 2016.

iv. The Boa.d of Directors of the Company has passed a rcsolution for non-acceptance of publio
deposit.

v. The Company has not accepted any public deposit during the period under review.

vi. According to the information and explanation given to us, the Company has complied with the
prudential norms on Income Recognition, Indian Accounting Standards, Asset Classification,
Provisioning for bad and doubtful debts as specified in the direction issued by the Reserve Bank of
lndia in terms of the Master Direction Non-Banking Financial Company -Systemically Important
Non-Deposit taking Company and deposit taking Company (Reserve Bank) Directions, 2016.

vii. The capital adequacy ratio as disclosed in the retum submifted to RBI in terms ofMaster Direction
- Non-Banking Financial Company - Systemically lmportant Non- deposit taking Company and
Deposit taking Company (Reserve Bank) Direction, 2016, has been conectly anived at and such mtio is
in compliance with the minimum CRAR as prescribed by the Reserve Bank oflndia.

t
H.O- : )(657/8, CA-MED Tower, Pallikulam Road, Near Chaldean Cenl.e, Th ssur _ 680001.
PH.: (O) 0487-2446109, 2425420, e-mail: mail@sgsandcompany-com, web.: sgsandcompany.com
Branches
Kochin:GraceNest.NearParkCentralHotel.KadavantharaRoad,Kalooi,Cochin-682017,Ph104844011990
chennai: A-15. Ben Foundation. Orchard West End, NearVelammal Mat culation School,
T.S- Krishna Nagar, Mogappair East. Chennai - 600037
Calicut :4/631-D5,MaityBhavan,BehindSNESCollege,Near4thGale,TherveedLane,Calicut_673032
F-8
I
viii. The Company has fumished to RBI the annual statement of Capital Fund, risk assetJExposurcs
and risk assets mtio within the stipulated period

ix. The Company has not been classified as NBFC-MFI for the year ended March 31,2022.

The report has been issued pursuant to the Non-Banking Financial Companiej AuditoN' Report
(Reserve Bank) Direction, 2016 and is issued to the Board of Directors ofthe Company as required by
Paragmph 2 of such direations and should not be used for any other purpose.

FoTSGS&Company
Chartered Accountants
Firm r€gistration No: 009889S

/+"\
CA Sanio N G, FCA, DISA (ICAI) I
Parher
Membership No :21 1952
TJDIN: 2221 l952AJZBSF902l

Place: Th ssur
Drte | 2l-05-2022

9lPage
F-9
 SGS&COMPANY
efairt"ef Auartaao
Annexure 2 to the Independent Auditorrs R€port of even date on the Stsndalole Firsncial
Statements of Kosamattam Finance Limited (CIN: U65929KL1987PLC004729) for the year ended
3l March 2022.

(Referred to itr parsgraph 2(f) utrder Report on Other Legal end Regulatory Requirements'
sectioDof our report ofeven date)
Report on the Adequscy of Internal Iinancial codtrols oyer financial reporting under Clause (i)
of Sub-section 3 ofSection 143 ofthe Companies Act 2013 ('ithe Act")

We have audited the intemal financial controls over financial reporting of Kosamattam Finance Limited
("the Company") as of March 31,2022 in conjunction with our audit of the Standalone Ind AS
Financial Statements ofthe Company for the year ended on that date.

Maoagemetrt's Respotrsibility for Internal Fitrancial Controls

The Company's management is responsible for establishing and maintaining intemal financial conhols
based on th€ intemal control over financial reporting criteria established by the Company considering
the essential components of the internal control stated in the Guidance Note on Audit of Intemal
Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of tndia.
These responsibilities include the design, implementation and maintenance of adequate intemal
financial controls that were operating eflectively for ensuring the orderly and efficient conduct of its
business, including adherence to Company's policies, the safeguarding ofits assets, the prevention and
detection offrauds and erro$, the accuracy and completeness ofthe accounting rccords, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We have conducted our audit in accordance with the Guidance Note on
Audit of Intemal Financial Controls Over Financial Reporting (the" Guidance Note") issued by The
Institute of Chartered Accountants of India and the standards on auditing prescribed under section
143(10) ofthe Companies act 2013, to the extent applicable to an audit of intemal financial controls.
Those Standards and the Guidance Note require that we comply with the ethical requirements and plail
and perform the audit to obtain reasonable assurance about whether adequate intemal financial controls
over financial reporting was established and maintained and ifsuch controls opemted effectively in all
material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe intemal
financial conhols system over financial reporting and their operating effectiveness. Our audit of
intemal financial controls over financial reporting included obtaining an undersfanding of intemal
financial controls over financial reporting, assessing the risk that material weakness exists, and testing

H.O. : )U657l8. CA-MEO Tower. Pallikulam Road, Near Chaldean Cefitre, Thrissur _ 680001.
PH.: (O) 0487-244610S, 2425420, e-mail: mail@sgsandcompany.com, web : sgsandcompanv com
Branches
Xocnin:Gracet'lest,NearParkCenlralHotel,KadavantharaRoad,Kaloor,Cochin'682017'Ph:04844011990
chennal: A-15. Ben Foundation, Orchard West End, Near Velammal Matriculalion School,
T.S- Knshna Nagar, Mogappair East, Chennai 600037
Calicur : 4/631 D5, Maity Bhavan, Behind SNES College, Near4lh Gale, Therveed Lane, Calicut _ 673032
F - 10
and evaluating the design and op€rating effectiveness of intemal control based on assessed risk.
The
procedures selected depend on the audito/s judgment, including the assessment
of ihe risk of material
misstatement ofthe Financial Statements, whether due to fraud or eror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for
our audit opinion on the Company's intemal financial controls system over financial reporting.

Meanitrg of Intemal Finaocisl Controls over Finarcial Reporting

A Company's intemal financial conhol over financial reporting is a process designed to provide
reasonable assumnce regarding the reliability of financial reporting and preparation
of the Financial
Statements for extemal purposes in accordance with generally accepted accounting principles.
A
company's intemal financial conhol over financial reporting includes those policies and procedures
that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the
transactions and the dispositions of the assets of the company; (2) provide reasonable
assurance that
transaction are recorded as necessary to prmit prepamtion of the Financiar statements in
accordance
with generally accepted accounting principles, and that receipts and expenditurcs of the Company are
being made only in accordance with authorization of management and direltors ofthe Company;
and
(3) provide reasonable assurance regarding prevention or timery detection of unauthorized
acquisition,
use, or disposition of the Company,s assets that could have a material effect on the Financial
Statements.

Inherelt limitstions oflDternal Finarcial Controls oyer Fitrancial Reportitrg

Because ofthe inherent limitations ofintemal financial controls over financial reporting, including the
possibility of collusion or improper management override of contols, material misstatements due
to
error or fraud may occur and not be detected. Also, projections of any evaluation of intemal financial
contols over financial reporting to future periods arc subject to the risk that the intemal financiar
control ovel financial reporting may become inadequate because of changes in conditions, or that
degree ofcompliance with the policies or procedures may deteriorate.

11 lPaSe
F - 11
Opinion
In our opinion, the Company has in all mate.ial respects, an adequate intemal financial controls system
over financial reporting and such intemal financial controls over fin6ncial reponing were op€rating
effectively as at March 31, 2022, based on lhe intemal control over financiai reporting criteria
established by the company considering the essential components of intemal contror stated in the
Guidance Note on Audit oflntemal Financial controls over Financial Reporting issued by the Institute
of Chartered Accountants of India.

FoTSGS&Company
Chartered Accountants
Firm registration No: 009889S

-l^rsrl=+r,,rrrn<
CA Sanjo N.G ,FCA, DISA (ICAI)
Partner
I
Membership No :211952
UDIN: 2221 I952AJZBSF9021

Place: Thrissur
Date t 21-05-2022

12 lPage
F - 12
 SGS&COMPANY
ehituned 4qaar*aato

Annexure *3" 1o the ildependent Auditor's Report

(Referred to in paragraph 3 under'Reporl on other legal and regulatory requirements, section of our
repo( to the members of Kosamattam Finance Limited (CIN: U65929KLI9E7PLCOO4729) of even
date)

To the best of our information and according to the explanations provided to us by the company and
books of account and records examined by us in the normal course of audi! we state that:

i. In respect ofthe Company's property, plant and equipment and intangible assets:

a) (A) The company is maintaining proper records showing full particulars, including quantitative
details and situations ofproperty, plant and equipment and relevant details of right-of uie assets.

(B) The company is maintaining proper records showing full particulars of intangible assets.

b) Property, plant and equipment have been physically verified by the management at reasonable
intervals; no material discrepancies were noticed on such verification.

c) The title de€ds of all immovable properties (other thtin properties were the company is the l€ssee
and the lease agreements are duly executed in favour of lessee) disclosed in the financial
statements are held in the narne of the company.

d) The company has not revalued any of its property, plaot and equipment (including right of use of
du ng the year.
assets) and intangible assets

e) No Foceedings have been initiated or are pending against the company for holding any benami
properg under the benami transactions (Prohibition) Act, 1988 (45 of l98B) and rules made there
under

Il.
a) The company is a service company, primarily rendering financial services. Accordingly, it do€s
not hold aay physical inventories. Thus paragraph 3(ii) (a)
ofthe order is not applicable.

b) The company has working capital limits in excess of five crore nrpeesr from banks or financial
institutions on the basis ofsecu ty ofcurent ass€ti lhe quarterly retums or statements filed by the
company with such banks or finaocial institutions are in agreement with the books of account of
the company.
iii.
a) The company being an NBFC whose principle business is to give loans is exempt from clause
3(iii) (a).
a
H.O.: X657/8, CA-MED Tower, Pallikulam Road, Near Chaldean Centre, Thrissur - 680001.
PH.: (Ol O4a7-2446109,2425420, e-mail: mail@sgsandcompany.com, web.r sgsandcompany.com
aranches
Kocfiin:GraceNest,NearParkCenlralHolel,Kadavantha€Road,Kaloor,Cochin-682017,Ph:04844011990
Chennai i A-15, Ben Foundaiion, Orchard West End, Near Velammal Malriculallon School,
T.S. Krishna Nagar, Mogappair Easl, Chennai- 600037
Calicut:4/631-D5,MaityBhavan,BehindSNESCollege,Near4thGate,TherveedLane,Calicut-673032
F - 13

1
 b) According to the information and explanations given to us and bas,ed on the audit procedures
perform€d by us, we are of ihe opinion that the investments made, guamntees provided,
security given and the terms and conditions of the grant ofall loans and advanc€s in the nature
of loans and guarantees are, prima facie, not prejudicialto the company,s interest.
c) In respect of loars granted by the company, the schedule of repayment of principat and
payment of interest has been stipulated and repa)ments of principal amounts and receipts of
interest are generally been regular except in few cdses.
d) According to the information and explanations given to us and based on the audit procedures
performed by us, there is an overdue amount of Rs 57,42,28,728 for more than ninety days.
Reasonable steps have been taken by the company for recovery ofprinciple and interest.
e) The company being an NBFC whose principle business is to give loans is exempt ftom clause
3(iii) (e).
f) The company has not gmnted any loans or advances in the naturc of loans either repayable on
demand or without speci$ing the terms or period of repayment during the year. Hence,
reporting under claus€ 3(iii) (0 is not applicabl€.

In our opinion and according to lhe information dnd explanation given to us and based on the
audit procedures conducted by us, the company has complied with the provision ofsections 185
and 186 of the Act, with respect to loans and advances granted, guamntees and securities
provided and investments made by the company during the year.

The Company has not accepted any deposits from the public during the yea! which athact the
directives issued by the Reserve Bank of India. Being a Non- Banking Finance Company, the
provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed
thereunder regarding acceptance of deposits are not applicable. Therefore, the reporting
requirement under clause (v) ofparagraph 3 ofthe Order is not applicable.

vi. To the best of our knowledge and accordiflg to the information and explanations given to us, the
Central Govemment has not p.escribed the maintenance of cost reoords under Section I 48 ( I ) of
the Act for the company.

Yll.
a) As per the information and explanations fumished to us and according to our examination of
the records ofthe Company, the Company has been generally regular in depositing undisputed
statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Goods and
Services Tax, Duty ofcustoms, Cess and any other material statutory dues, as applicable to the
Company to the appropriate aulhorities during the yea.r.

According to the information and explanations given to us, no undisputed statutory dues
payable in respect of Provident Fund, Employees State Insurance, Income Ta& Coods and
Services Tax, Duty of Cusloms, Cess and other material statutory dues were outstanding as at
March 3 I , 2022, for a period of more than six months fiom the date lhey became payable.

14 lPage
F - 14
 b) According to the information and explanations given to us and the records of the Company
examined by us, there are no dues of income tax, sales tax, service tax, duty ofcustoms, duty of
excise and value add€d tax which have not been deposited on account of any dispute except the
amounts disclosed in Note No.37 Contingent Liabilities forming part of the Standalone
Financial Statements.

vll1. There were no transactions relating to previously unrecorded income that have been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 196l
(41 of l96l ).

a) In our opinion and according to the information and explarations given to us, the company has
not defaulted in the repayment of loans or other borrowings or in the payment of interest therc
on to any lender.
b) According to the information and explan&tions given to us and on the basis of our audit
pmcedures, we rcport that the company has not been dellared wilful defaulter by any bank or
financial institutions or any other govemment authority.
c) In our opinion and according to the information and explarations given to us and relying on
the certificales issued by another auditor (SA 600 ), lhe company has utilized money obtained
by way of term loans during the year for the purpos€s for which they were obtained, except foa
teftporary deployment of surplus funds.
d) According to the information and explanations given to us, and the procedur€s performed by
us, and on an ovemll examination ofthe financial st4tements ofthe company, we report ihat no
funds raised on short term basis have be€n used for long term purposes by the company.
e) The company do€s not hold any inveshnent in any subsidiary, associates orjoint ventures (as
defined under the companies act, 2013) during the year ended 3l March 2022. Accordingly,
ohu; 3(ixxe) is not applicable.
0 The company do€s not hold any investment in any subsidiary, associates orjoint ventures (as
defined under the companies act, 2013) during the year ended 3l March 2022. Accordingly,
clause 3(ixx0 is not applicable.
x,
a) In our opinion and ac.ordirg to the information and explanations given to us, the compafly has
utilised the money raised by way of initial public offer/further public ofrer (including debt
instruments) for the purpose for which they were mis€d.
b) In our opinion and according to the information and explanations obtained by us, the company
has complied with the provisions of sections 42 end 62 of the companies Act,2013 in
connection with funds mised through preferential allotment/ private placement of shares/ fully
/ partially/ optionally convertible deb€ntures and the same have been utilised for the purpose
for with they were raised.

xt.
a) According to the information and explanations given to us, instances of fraud on the Company
by its officers or employees has been noticed, amounting to Rs. 4.65 Crores as per the FMR
reports to RBI on 0E.07.202 1 and I I . I 0.202 I in two branches during the current year.

t5 lPage
F - 15
 b) No report under sub-section (12) of section 143 ofthe Companies Act has been filed in Form
ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the
Central Govemment, during the year and up to the date ofthis report.

c) There were no whistle blower complaints rec€ived by the Company during the year (and up to
ofthis report). Hence reporting under clause xi (c) is not applicable.
the date

xlt. The Company is not a Nidhi Company and hence reportiDg under claus€ (xii) ofthe Order is
not applicsble.

xiii, In our opinion, the Company is in compliance with Section 177 and lg6 ofthe Companies Act,
2013 with respect to applicable transactions with the related parties and the details of related
parry tansactions have been disclosed in the standalone financial statements as required by the
applicable accountiog standards.

a) In ou, opinion and bas€d on ouI exarnination, the company has an iDtemal audir system
commensumte with the size a nafure of its business.
b) We have considered the internal audit reports ofthe company issued till date, for the period
under audit.
xv. In our opinion during the year the Company has not entered into any non_cash tmnsactions with
its Di.ectors or p€rsons conneot€d with its dir€ctors and hence provisions of section 192 ofthe
Companies Acr, 2013 are not applicable to the Company.
xvi,
&) ln our opinion aIId according to the information and explanations given to us, the company is
required to obtain the registration under section4s-lA a.nd the necessary r€gistration has be€n
duly obtained,

b) In our opinion, the Company has conducted Non-Banking financial activities with a valid
cErtificate of rcgistration (COR) from tho Reserve Bank of India as p€r the Resorve Bank of
India Act, 1934.

c) In our opinion, according to the information and explanations given to us, the company is not a
Core lnvestment Compeny and hence clause xvi (C) is not applicable.

d) In our opinion, therc is no core investment company within the Group (as defined in the Core
Iovestment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under
clause 3(xvixd) ofthe Order is not applicable.

rvii. The Company has not incuncd cash losses during the financial year covercd by our audit and
the immediately pr€ceding financial year.

rviii. There has been resignation ofthe statutory audito.s ofthe Company du.irg th" y"u,. Th"r"
are no issues, objections or concems raised by the outgoing auditors
DC

15 l?age
F - 16
 On lhe basis ofthe financial ratios, ageing and expected dat€s of realisation offinancial
assets
and payment of financial liabilities, other information accompanying the financial
statements
and our knowledge of the Board of Directors and Management plans and based
on our
examination of the evidence supporting the assumptions, nothing has come to our attention,
which causes us to believe that any material uncertainty exists as on the date ofthe audit
repon
indicating that Company is not capable of meeting its liabilities existing at the date
of balance
sheet as and when they fall due within a period ofone year from the balance sheet
date. We,
however, state that this is not an assuranc€ as to the future viability of the Company.
We
further state that our reporting is bas€d on the facts up to the date of ihe audit report and
we
neither give any guarant€e nor any assurance that all liabilities falling due within a period
of
one year fiom the balance sheet date, will get discharged by the Company as and when
they
fall due.

xx.
a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on othe.
than
ongoing projects r€quiring a transfer to a Fund specified in Schedule VII to the Companies
Act
in compliance with second proviso to sub-section (5) of Section 135 of the said Act.
Accordingly, reporting under clause 3(xxxa) ofthe Order is not applicable for the year.

b) There are no unspent amount on ongoing projects which requires to be transfened

to special
account in compliance with 135 (6) of the Companies Act. Accordingly, reporting under
claus€ 3(xxxb) ofthe Order is not applicable for lhe year

ForScS&Comprry
Chadered Accountants
Firm .Egist ation No: 0098895

-z.@...?,lr-f.b+(
CA SanjoN.G, FCA, DISA (ICAD I
Parlner
Memb€rship No :2 I 1952
UDIN:222 I l952AJZBSF902 I

Placei Thrissur
D^te ,21-05-2022

17 lPage
F - 17
rd. 2021-22

BALANCE SHEET
AS AT MARCH 3 2022
Nole No.
2021
I. ASSETS
(1) Financial assets
(a) Cash and cash equivalents 5.1 73n7.97 16,358.86
77485.65
O) Bank Balance other than (a) above 5.2 26,838.69

(l) Trade receivables 6.1 14.08 7.37

(tr) othcr receivables 6.2 69.50 22.33
7 4,N,725-n 3,47,826.#
(e) other finmcial assets 8 1,338.45 1,259.52
(D Non-find.ial assets
'1,@5.74
(a) cuuot tax assets (net) 9 7,562.56
(b) Deferred tax 6sets (net) 31.1 916.06 843.13
(c) Property, pl t md equipment 10 72,78.48 r\278-28
(d) Capital work in Progre$ 10.1 36.49
(e) Right of l6e assets 11 3,720.70 3,650.13
(f) Other intmgible dsets 72 234.O7 261.14
(s) othernon-fimcialdsets 13 7,963.07 1,466.63
4,56,849.D 4,02,555.16
II. LIADTLITIES AND EQUITY
Liabilitie6
(1) Fhan.ialliabilities
(a) Payables
(I) Trade payables 14.1
(i) total outstandinS du6 of micrcenterpris dd small ot€rprisB 113.61
(ii) total outstmding dues of creditors other than miso-enterprjses
127-09 165.08
and small enterprises
'14.?
0D Other payables
(i) total outstanding du6 of micro enterpriss and '\.77
small sterprises
(ii) total outstanding du6 of ceditors other thm micro 't99.3?
142.90
enterprisB md small enterp.ises
(b) Debt s€curities 15 2,23,5U.73 2,24322.9
(c) Borowings (other than debt s€e i6) 16 1,31,944.37 85,261.O2
(d) SubordiMtedliabilities 77 30014.98 31,987.38
(e) l,€ase liabilities 11.1 3,9t 1.13 3,m.99
{f) Other fim.ial liabilities 18 400.98 794.82
e) Non-finan.ialliabilitieg
19 726.95 431.06
(b) Othernon-financialliabilities 20 238.25 156.65
(3) Equi9
(a) Equity share capital 2l 21,687.93 20,250.05
(b) Othq equity 22 44,O74.49 31,808.80
Total Liabilitier and Equity 4,55,W9.72 4,02,555.16
Sce accompanying notcs io thc financial statcmcnts
For and onbehalfof the Boaid of Diie.tois ou report of
J. N"H^"^, As per even date atta.hed

Laila Mathew For SGS & Company

Whole-time Director Chartered Acountants
DIN:01 DIN:01286176 Firm Reg No- 0098895

a)tr/r.r<
C Sreenath IaLlkkaiiillam CA Sanjo N.G,I.C.A., D.I.S.A. (ICAI)
Chief linancial Officer Company
Membeiship No.211952
hland UDIN: 22211952AJ28SF9021
Date: May 21, 2022 K0TIAYI
F - 18
{.rt

STATEMENT OF PROFIT AND LOSS

IOR THE YEAR ENDED MARCH 31,2022 I in Lakhs
NoteNo.
20a7
R€venue Iron opetationg
(a) Interest income 23 62,126.39 53,79.22
(b) Fs md ot]mision inome 24 338.26 375.47
(l) Total Revenue flon opcrations 5L49.65 54,1?5.03
(u) Other In ome, net 25 14.08 9.14
(IIl) Total In.ome (I + II) 62474.rc 54,184.17

26 36,915.29 3t,592.56
O) Impairment on financial iNtruents 27 569.59 732.78
(.) Employe benefits expenses 28 8,358.88 7,399.53
(d) Depreciatiorr mortization dd impaiment 29 L723.27 ?,w.31
(e) Other expenses 30 3,786.47 2,450.63
(I\/) Total Expenses 51,753.50 44584.81
(V) Prcfiv(loss) belore t& (III- Iv) 10,725.23 9,59936
31
2,76233
136.761 228.53
(c) Income Tai relatins to earlie. 309.73
VI) Total Td f,rpenses 2725,57 3067.7a
(vII) Prodt/ (loss) for the period (v-vD 7,999.6 6531.58
Other CompEhensive Ircon€
A) (i) Items that will not be reclassified to prcfit or loss
Remeasuremot of defined benefit pld (143.78) (9.32)
(ii) Income tax relating to iterns thar will not t€
recla$ified to profit or Ioss 36.19 2.35

Subtotal (A) l7O7.s9) 16.971

B) (i) Items that witl bo reclassified ro prof or loss
(ii) Income tax relating to iterns that will be
rulassified to profit or lo6s
Subtotal (B)
(v[I) Othe! Compreh€nsive In(ome (A+ B) l1o7.s9) 15.971
(Ix) Total compr€hensive In.ome for the period (vII+VIID 7,892,07 6,524.61
(x) Eamings pe! .quity share (for continuing opetationf)
(Face value of {10/ each) 32
Baic(r) 3.83 3.31
Diluted ({) 3.43 3-t?
Seeaccompmying not s to rhe financial sratements
Iordd onbehalfofthe Board of Diiectors As per our report of even date attached
I
I-- ,-l^rt^\\.-
Laila Mathew For SCS & Company
Managing Director Whole-time Director Chartered Accountants
DIN DIN:01286176 Firm Reg No. m9889S

&YY-
Alllrll1rmVfshesec Slccnath Palakkattlllam
,=--AE6-q-r,lrJ*.R
CA Sanio N.G, F.C.A" D-I.S.A. (ICAI)
Chief Financial Offi.er
No.2119s2
s ?2217 2AIZBSF9O21
MF
Date: May Zl, 2022 a
oClshlod0llh o
XOTTAYAIi{ m

F - 19
1
,,
ttg. Ks.m.ttafr
Fhance Ltd. 2021-22

CASH FLOW STATEMENT

rOR THE YEAR ENDED MARCH 31,2022

m22 2021

A) Cash flow frcrn operatina a.tivitiet

70,7252i 9,599.36

r.oncile pmfit b€Iore tar to net .ash flows:

Adiusttnents to
Depr{iation, amortistion and imPairmmt 2,792i7 2,473-57
162"12639t (51841.02)
Profit on ele of Prope.ty, pl t, and equiPment (0.78) 12.14)
36,915.29 31,592.56

Impairment on financial imtruments 466.n 732.78

Bad debts writtm off 0.67

Provision for Gratuity 61.33 64.83
Cash inflow frminter€.t on loaB 58,619.14 49,798.35
(30,756.50)
Cash outflow towardi finan.€ (!6ts
Ptofit Before workins Capital Chanses 16306.97 9,56!,79

(lncr.ase)Decrease in other re€eivables (s3.88) 78.42

(Inoeae)/Decrease in Loare (51,386.10) 148,044.17)
(Indease)Decrease in Other finmcial assets 23.18 25.n
(lndede)Decrease in other non-f inancial asset 14%.44) 16K.77)
lncree/(Decrease) inO$er finmcial liabilities ?42-76 21.96
hqease/(Dec.eae) inOthernonJinancial liabilities 81.59 76.06
Increase/(Deoease) in Payabl6 20.97 (98.91)
Inqease(Dea@se) in Provisions 90.78 (4.36)
Cash used in operations 134,570.7 1389s0.21)
lncome tax paid (net (3.229-16\ (2,953.36)
Net 6sh from / (used in) G7,A99,93) (41,90Bs71
B) Cash flo',. fro,n investing activitieg
Purchase of Prope.ty, planl and equipment md intmgible assets (974.251 (1,056.25)
Proeeds from sale of property, plant, and equipment's 1.48 3.62
(Inoease) / de€rease in other bank balan e (9,3s3.04) (18o4.68)
Interest r@ived on fixed deposits 1,425.23 811.89
Net €sh frcm / (used in) investins activitieE (8,9m.58) $,W.42)
C) Cash flow fiom financinS activities
Proceeds from issue of equity share .apital (in.ludin8 share premium) 5,751.50 3,447.61
Inoease / (decreas€) in debt securities (1O76s.88) 24,089.44
lnqease / (decrease) in bonowings (other than debt Eecurities) 46,643.24 33,072.65
Cash outflow towards Lease /.t,832_20)
Q,487.37)
lncrease / (decrease) in Subordinate liabilities 17,837.92) 7,97.72
Net cash frorn / (used in) financins activities 37143.62 &,414,6
D) Net increase/(desease) in ca6h and cash equivalents (A+B+C) (10s6.89) 1286s.67
Cash and osh equivalents at beAimins of thc period 16,358.86 3,493.19
Cash and cash equivalent6 atMd.h 31, m2Z Md.h 31,2021(Refe! trote s.1) 7,307,97 16,3s8.85
The above Statement of @sh flow has been piepared under the indiect method set out in lnd-As 7 - Statement of Cash llow
See accompanying notes to the finmcial statements
tor andon behalf of the Bolrd of Dire.tore ou report of

L \\L*
As per even date attached

Laila Mathew lor SGS & Compey

Cha .um Managin8 Direclor Whole+ime Directo, Chdtered Accountants
DIN: 1286073 DIN:012861 Firm Reg No. 0098895

A
!)'n"ugl- =--F+#+arfrlaor1
Annalma v..gfi-ese C MF Sreenath Palakkattiltam CA Sanjo N.G, F.C.A" D.I.S.A. (ICAI)
Chief Financial officer
s 7-
() No.211952
!irlorod0l 22Zn 2AIZBSF9027
XOTTAYAII m
Datet May 21, 242
Y
F - 20
 2027-22

STATEMENT OF CHANGES IN EQUITY

FOR THI YEAR ENDED MARCH 31,2022

A. Eouiw Share CaPital

rqr,r1 **.f 'rol_
*ttt F ucd' sub'r'bed dnd tully Paid
"t

Chm8cs in Mai.h
at April 01, 2021 Changes in Equity Sharc
.apital durinA the 31,2022
Capital due to Prior beginning of the curient
reDornna period
20,250.05 L437 -a8
20,250.05
{in Lakhs

in Equity Shai€ the Ehanses in equity ehale

Aprl01,2020 Chalge6 3\,2021
beginning of the on€nt capital during the cuir€nt
cipital due to prior
penod erro6
1,0a9.87 20,250.05
19,L$.18
19,150.18

B. OtherEquity t in Lakhs

ln.ome (Re me.suthent

Capit r u/s 45"rc (1)

19.91 31r'806.80

Balu.e a at APril 01, 2021 9.07 \755.03 6,679.58 3,403.13 71,6fr.q/ 7,v8.25 2.86

Chan86 in a(outin8 Policy or

79.91 31,808.80
Rerr.kd balane t t the begiminB of 9.O7 2,755.03 6'679.58 3,4n313 1t'6&97 7',27825 2.86

the crmtrePortin8 Penod (107.60) (107.60)

Total ComPr€he6ive Income for the

'1,599.94 685.61 (2,285.55)

4,3L3.63
Trarefer to/(from) Retained eamings
4,3t3.63
shares i$ued on riEhrs issue basis 7,999.66
(87.59)
2.A6
salan.e as al March 31, 2022 9.07 7,06A.56 .52 4084.74 aa,ffi.97

hl.r,d
,l
F - 21
 t
a in Lakhs

Other Cor!reheaive
u/s 45-IC (1)

7934.
Balan e as al Apnl01,2020 s.o7 357.30 5,U9 2,591.A 17,6fi.97 2,888.68 2.86 26.88 22.*5.45
Chan8es in acrcunting Policy or

Restated balafte al the beginning of

s.o7 357.30 5.349.28 2,597.42 17,6@.97 2,888.68 2_86 26.88 22,846.6
rh€ prsio8rcPorting Period
Total Compreheruive Income Ior lhe 16.97) 6.9n

Transfer to/(from) RetainedeaminSs 1,330.30 871.71 12,142.01\

2,397.73
Shares issued on nghLs issue basis 2,397.73
6,531.s6
Prolit 1o! thc ycar (net oI tdca) 4531.s8
Balaneas al March 31,2021 9.O7 1!6fi.97 7 2,* 19.91
there in a sum not l€ss thd twmty Per@rt of its net profit every year as disclosed in the
'As required by s€ction 45lC of the RBI Act 19?,4, the ComPany rointains a r€se e fund dd transfers
statement of profit dd loss and before any dividend is delaied The Company cannot aPProPriate any sum from the reeBe tunll
exePt for the PurPose sPecified bv Reserye Banl of India
from time to time. Till date, RBI has not sPeided any PurPose for thc appropriation of Reserve (hd maintained uder sechon 45-lC of RBI Acl
1934'

See a@mpanying notes to the fimcial statements

For and on b€half oI the Boaral of DiE.tors repo of ev.n alate atta.hed
L J*r'u\L.., As per our

Fo! SCS & Company

Managing Directo! Whole time Dire.tor Chartered Accountants
01286073 DIN:01286176 Firm Reg No.00%895

e r l9l.rr
CA Sanjo N.G LC A., D.I.S A. (ICAI)
C Sreenath Palaklattillm
Chief Iinanclal Off iccr &c Membership No. 211952
22211952AIZBSF9C21

Date. M^y 21, m22

F - 22
 2021-22

1 Corporate Infomation
Kosmattam Finance Lim ed is a Public Limited Compmy domicited in lndia and incorporated under the ProvisioN of the
Companies Act, 1956. Its debt smrities are lisd on the Bombay StGk Ex.hange. The ComPany had ben Prirnanly
incorporated as a Private Limited Company and converted into a Public Limited ComPany on November 22, 2013.

The Company is a Non BankinS Finance Company ('NBIC'), which provides a wide range of fund-based and febased services
including gold money exchange facilitiee etc. The ComPany is a Systemically ImPortant Non-DePosit Taking Non-
lom,
Barti^g Financial Company Regisrered under sec 45lA of RBI Act- The Company currently oPerates througl 988 branchB
sPread across the country.
The details are as follows:
RBI B,15.00117
CorDorate Identity Nmbe. (ClN) U6929KL19a7PLC@4729

The financial statemmts of the Company fo. the year oded March 31, 202 werc aPProved for issue in accordance with the
resolution of the Boa.d of Dtedors on May 21, 2m2

2 Basis of prepararion and presentation

2.1 Statement of Compliance

The finmcial statements of the Compmy have been prepared in acordmce with Indian A.couting 9andards (Ind AS) notified
under Se.tion 133 of the Companies Acl 2013 ('the Act') read with Rule 3 of the ComPmies (lndim Accounting Standards)
Rules, 2015 (a,5 ameded from time to time).

These fijmcial statements may require turther adjustments, iI any, necessitated by the guidelhes/danfications/directions issued
in future by RBI, Ministry of Corporate Affats, or other regulatorr which will be implemented as and when the same are issued
and made appli.able.

22 Bdis of measNment
The finmcial statements have ben prepded on a historical cost basis, qept for the following assets and liabilities which have
been measured at fai! value:
i) Fai value throu8h oiher ompr€hensive inceme (FVOCI) irotrments,
ii) Other financial asts held for tradin&
iii) Financial assets and tiabilitis d6iSMted at fair value throu8h profit or lcs (FVT"L)

2.3 Presentation of Firddal Stat€ments

The financial statments of thc Company are presented 6 per Schedule III (Division IID or the Comp ies Act, 2013 aPPlicable to
NBFCr as notified by the Ministry of Corporate Affairs (MCA). Fin cial assets and financial liabilities are 8enerally rePort€d on
a Sross basis except when there is an unconditional legauy enJor@able right to offset the recognized mouts without being
contingent on a future event Md the pdtics intend to settle on a net basis

2.4 Functional and prcsentation (l,rcncy

The financial stalements &e presented in Indian Rupees (INR) which is also its tunctional curen.y md all values are rounded to
the nearest laklE, ex.ept whm olherwise indicated.

2.s New A..outin8 Stardards those are issued but not €ffective
Ministry of Corporate Affairs ("MCA") notifies new stardards or mendmmts to the existing stmdards. There is no su.h
notifi.ation that would have be€n applicable from April01, 2021

3 Signifi. t a..ounting policies

3.1 Re(oanition of inter€st in.ome

The Compuy reognizes intersr inome by applying the effective interBt rate (EIR) to the gross carrying amount of a fiMciat
asset q.ept for pur.h6ed or o ginated credit-imPaired ,inancial 6sets and other credit-imPaired finm.ial asets.
For purchased or originated dedit-impaired finan ial aspts, the Compay applies the oedit-adjsted effective inter6t rate to
the amortized .Gt of the financial asset from initial recognition.
assets, the Company aPPlies an effective inte.est rate to the

gl.l.r.d0l

F - 23
r( r12021-22

The effecrive interest rate on a finarcial set is the rate that exacdy disounls eshmated tuture @sh receiPts thiou8h the
expected tife of the findcial asset to the fo6s carryin8 ount of a finan ial set. While estimating tutue cash re.eiPb, fadors
like cxpecred behaviou md Life cycl€ of the financial asset, prcbable fluclualion in collateral value, et.- de onsidered which hd
an impact on the EIR.

While calcllating the effeclive interest rate, the Company indudes all fe€s and points paid or received to ed from the borowels
that are m int%ral part of the effective interest rate, trarsaction co6ts, ed all other Premiuns or dikomts.

3.2 Recognition of r€venue from the sale of goods or seFices

Rev{ue (other thm for Finmcial Insrruments within the scope of lnd AS 109) is me6ued at an amount that renects the
ct)nsiderariotr, to which an mtfty expects to be entitled in q.hange for trasferring Boods or servie to the clrstomer, ex.luding
amounts .oll4Ld on hhal( of third Panies.

The Compmy reognizes revenue from contracts with c6tome6 based on a five_steP model as set out in tnd AS 115:

St€p t Identty 6ntra.1(s) with a orstomer: A .ontract is defined as ar aSrement t€tween two or more Parties that creates
enforceable rights and obliSations and sets out the crite a for every ontract that must be met.

St€p 2 Identify perfomane obligations in the contract A performance obligation is a promi* in a 6ntra.t with a dstomer to
traNfer a good or s€Ni@ to the ctomer.

Step 3r Determine the transaction price: The tramaction prie is the amount of coffideration to which the ComPany exPects to
be enttled in exchange for trmferrinS promised goods o, services to a ostomer, cxcluding amounts collected on behau of third

St€p 4: Allocate the transaction pric€ to the p€rfomance obligations in the contract For a ontract that has more than one
p€rlormarce obligatio& the Company allocates the transaction prie to €ach prformanc€ obliSahon in an amount that depicts
the dout of consideration to which the Compdy qpe.rs to be entitled in exchange for sarisfyinS each Performan€€

Step s: Re$$ise revenue when (or as) the Comp y satisfis a performance obliSation

Revmue from a contract with the ostomer for rcndering services is recoSnized at a point in tihe when the performm@
obligation is satisfied.

3.3 Fin .ial itutruments

A. Financial Assets
3.3.1 Initial rc.ognitio. and measur€ment
All financial 6sets are rmgnized initially at fair vatue wh€n the paiti6 beome parties to the contactual provisioN of the
financial asset.In the case of financial.seb whi.h are not reorded at fair value thiough profit or ]os, trNction Gts that are
dire.dy attributable to the acquisition or issue of the finmcial as*ts, are adjusted to the fair value on initial rsoSnition.

3.32 Subsequentmeasuremef,t
The Company €lassi6es its fimcial ss€ts into various measurem€nt cte8ori6. The classiJication depends on the contractual
terms of the fimncial 6pts' cash nows and the Company's bsirs model for managing financial assets.

a. measrd at amortized .ost

Financial asset3
A fimcial Ahorti*d Cost if it is held within a bsine$ model whose objective is to hold the 6set in order
asset is measured at
to.ollect contractual cash flows and the contrachral tetm of the Finanoal Asset give ri* on speified dates to cash flows that
are solely payments of principal md int€rest on the Prin.iPal mount outstandinS.

b. rin dal assets measu€d at fair v'lue through othet .onpEhensive income GVOCD
A financial asset is medured at FVOCI if it is held within a business model who* objective is achieved by both collecting
cont.actual cash flows and selling fimncial ass.'ts and contra.iual term of the financial asset give rise on sP€cilied dates to cash
flows that are solely paymots of princiPal and inter6t on the PrinciPal amount outstandinS.
ac
.. Iinan.ial assets thrcu8h profit or loss 6VTPL)
of the above categories is measured at IVTPL.

ll 7
I(OTTAYAII
F - 24
/d, 2021-22

B. Iinancialliabilitie6
3.3.3 Initiatr€.ognitionardmeasuEm€rt
All fimcial liabilities de rm8nized initi.lly at fair value md in the case of bonowings and payabler net of directly
attributable transaction costs. The company's financial liabilitiec in.lude trade ad other payabl6, non-convertible debenturet
loanr and borrowrngs including banl overdrafts.

3.3.4 SubsequentMea6uement
Iim.ial liabilities arc subscquently @[ied at mortizcd cost using th€ elfective interest method.

3.4 Dere.o8nition oI Iind.ial assets andliabilities

3.4."1 Fine.ial Asset

The Company derecognizes a financial asset when the contactual cash flows from the 6set expne or it trNfers its riShts to
reeive the conkachal cash flows from the financial asset in a transaction in which substantially aI the dsks md rewards of
owneEhip &e trmfe[ed. Any interEt in trmfered finarcial assets that is created or retained by the Company is recognized
as a sepa.ate asset or liability.

3.4.2 Fin cial Liability

A finan.ial liability is dtreognized when the obliSation under the liability is discharged, cancele4 o. erpires. Where an
existing financial liabiliry is replaced by another fron the same tender on substantially different terms or the terms of an existing
liability are substantially modified, such an exchange or modification is treated as de-recognition of the oiginal liability and the
recognition of a new liability with the differme.har8ed to profit or loss.

3.s OfG€tting
Iine.ial asets md fimcial liabilities are gen€rally reported Bross in lhe balance sheet. Financial assets and liabilities are ofis€t
and the net amount is presented in the balance sheet when the Compary h6 a leSal riSht to offset the amounts and intmds to
settle on a net basis or to realize the ass€t and s€ttle the liability simultaneously in all th€ folowing ci.cl]mtdcs:
a. The nomalcou* of businBs
b. The ev{t
of default
c. The aent of iNolvency or bankruptcy of tne Company and/or its courterparties

3.5 Impaiiment o{ fitrd.ial dsets

In acordance with Ind AS 109, the Compey uses rhe '&pected Credit Loss model (ECL), for *aluatinS impaiment of
fiMcial6sets other thm tho6€ measured at Fair value through profit and loss.

Further, in accordancE with RBI cirolar no. RBL2019-20/170 dated March 13, 2020, the impairment allowmes as per ECL shall
be compared with the rcquired provisioninS mder IRACP. If the impairment allowan@ under tnd AS 109 is lower than the
provisioning required under IRACP the differen.e is appropdated from net profit after tax to'Impaiment Res€rve .

3.5.1 ove iew of the E p€cted Credit Loss (ECL) model

Expe€ted Credit Losr at each reportinS date, is measured tnrough a loss allowance for a finmcial ffiet:
- At an amount equ.l to the li(etime expected credit losses if the aedit risk on that financial instrument has inae6ed
signif icandy since initial re€ognition.
- At an amount equal to 12'month expected credit loss, iJ the credit risk on a financial inskment has not increased
siSnifiGntly sin@ initial recoSnition.

Lifetihe exp€.d dedit losses mean expected credit lo6.ses that result from all po$ible default events over the expected lite of a

r2-month exp€.ted oedit losses mean the portion of Lifetime ECL that rcpcents the ECLS that r6ult from default events on
financial assets that are possible within the 12 months after the reportinS date.

The Conpany performs an assessment, at the end of each reporting period, of whether a financial asset's o€dit risk has
incrcas.d significanlly sincc initial recognition. Whcn maling the asse$ment, the chmge in the risk of a default ocoting over
the expected life of the 6nancial instrument is used instead of the change in the amount of €,\pecled credit lcses.

categorizes its loans into three stag6 6 desgibed below:

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'rEa, Flnan.e Ltd- 2021-22

Fo, non-inpaired lin.nci.l .r6et6

. Stage 1 is compnled of all non-impaired financial assets whi.h have not experienced a significant inoease in credit risk
(SICR) sin@ initial re.ognition. A 12-month ECL provision is mde for staSe 1 financial asset. In assessing whether @dit risk
has in resed signific tly, the Company €ompares the risk of a default eorring on the financial det d at the rePoiling date
with the risk of a default ocorrring on the finanoal ast as at the date of initial recogniton. lnterest revenue is calculated on the
81oss carrying amout of the asset.
. Stage 2 is comprised of all non-impaired financial assets which have expsimced a siSnificant ind@se in credit risk sinc€
initial re@Bnition. The Company recosnDes lifetime ECL for stage 2 finmcial asts. ln subsequent reportirg periodt if the
credit risk of the finmcial instrument improves such that there is no longer a significant incre6e in credit risk since initial
re@SnitiorL then entities shall revert to re.ognizing 12 months ECL provision. Interest revenue is calolated on the gro6s
carrying amout of the asset.

For impailed finan.ial asset6:

Financial assets are d6sified as stage 3 when there is objective evidence of imPaiment at the rePorting date.

The Comp y recognizes lifetime ECL for impaired financial 6sets and interest revenue is calqnakd on the net carrying

3.5.2 Estination of Erpe.ted Credit Loss

The mechmics of the ECL calculatioro are outlined below md the key elements are, as follows:

PEbability oI Default OD) - The Probability of Default is an estimate of the likelih@d of default ov€r a given time horizon.
The Company uses historical infomation where availablc to determine PD. Conside.ing the different producls md schemes, the
Compey hs bitur.ated its loan portfotio into various pmls.

Expos@ at Default GAD) - The Exposure at Default is an estimate of rhe exposure at a future default date, .osidcring
expected chanSes in the exposure after the reporting date including repayments of principal and interest whether scheduled by
ontract or otherwise, expected dtawdowns on ommitted faolities, and accued interest from missed payments.

Lo6s Given Default (LCD) - The Loss Given Default is an estimab of the loss arising in the .ase where default o@rs at a given
time. lt is based on the differen€e between the contractual c6h flows due and those that the lmder would expe.t to receivg
including from the realization of any ollateral.

Foru d-lookinginfomtiotr
While esrimating rhe qpected credit losses, the Company reviews macrm.onomi. developments occurring in the ecoromy md
mrket it operates in. Periodi.ally, the Company analy*s if there is any relationshiP betwen key eonomic trends like GDB
unemployment rater ben.hmdk rats set by the Reserve Barik of Indi4 ir latiorr etc. with the estimate of PD LGD detemined
by the Company based on its intemal data. while the intemal estimates of PD LGD rares by the ComPany may not be always
reflective of such rclationshjpr temporary overlays, if ay, are embedded in the methodoloSy to reflect such macro+conomic

To mitigate its oedit risks on finmcial asscts, th€ Company seks to use collarcral, where possible. The collateral om6 itr
various form, such as Land, buildingr securitiB, et.. However, the fair value of collareral affects the calculation ol ECL. To the
extent possiblc, the Company uses active market data foi valuing fim.ial as*ts held as collateral. Other financial assets which
do not have readily detemimbla market values are valued ushg models. Non-financial .ollateral i5 valued based on data
provided by third pa.ti6 or mma8emot judgments. In its normal ouie of business whenever default o.ors, the ConPany
may take pcsession of properties or other assets in its retail portfolio and gencrally disposes of such assets through auctior! to
settle oursianding debt. Any surplus funds are retumed to the €ustome6/obliSors. As a result of this Practic€, 6sets uder lcgal
repossession processes are not recorded on the balance sheet. Lom de written olf (either partially or in tull) when *'ere is no
reatistic prospecr of recovery. This is generally the @se when the Company determines that the borower d@s not have assets or
sources of ircome rhat could generate suJficicnt cash flows to repay the amounts subje.d to write-offs. Any subsequent
recoveriB against such loaN ue credited to the statement of Profit and l(xs.

3.7 Detemination of fair value of Finan.ial Instiumenls

Fair value is rhe price that would be re€eived to sell an 6set or paid to trarefer a liability in an orderly traisa.iion between
market ParticiPants at the date. The fair value measurement is based on the that ihe trama.tion to
sell the asset or kansfet
i. In the prin ipal

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 2021-22

ii. In the abBene of a principal mark€t, in the most advmtaSes market for the ass€t or liability

The principal or the most advantageus market must be a..e$ible by the Company- The fair value of an asset or a liability is
mcasured using the asmptiom that market participants would use when pricing the asset or liabitity, assming that market
participants act in their eonomic best interest.

A fair value measurcm{r of a nonjimncial asset tak€6 into account a market participant's ability to Senerate mnomi. benefits
by using the asset in its highest and best use or by selling it to eother market parti.ipant that would use the asset in its highest

The Compmy uses valuation techniques that are apFopriaie in the circlrmstan.es and for which sufficient data are available to
measure fair value, maximizing the use of relevant observable inputs and minimizinS the se of unobseryable inputs.

Iatvalue measurements are categorizd into Level 1, 2, or 3 based on the degre to which the inputs to the fair value
meGuremots ae oheFable md the signiJicme of the inputs to the (air value measurement in its mtirety, which are described

. Invel 1 inp'rts are quoted pri.es (uadjuted) in active markets ror identical assets or liabilities that the mtity (h ac.€ss at the

. Level2 inputs are inputs, other than quoted pri€€s included within Level 1, that aie observable for the asset or liability, either
diHtly or indirectly; and
. level3 inputs are mobservable inputs for the asset or liability.
The Company recognizes hansfers kwen levels of the fair value hierar€hy at the end of the Epo.ting period during which the
change has (rclrred. No such iste.es of bansfers between levels of the fair value hierarchy were recorded dunng the

3.6 Cash and.ash equivalenk

Csh md cash equivalmts comprise of cash at barls ed on hand and short'term deposits with m o.iginal maturity of ttue
months or lesr which are subiect to d insignifient nsk of chan86 in value.

For the pupoe or the statement of cash flows, @sh and cash equivalents consist of .ash md short,term depGits, as defired

3.9 Da* Balarces other than .sh dd carh equivalents

Bank balances other thm csh and cash equivalents include earmarked balances with banks and balances which are hetd as
inargin money or security against bolrowings, guaranteer and other omiEnents.

3.10 Olfiet te(eivables

Other re.eivables mean rcceivabls emanating from item that are classified as 'others, under,Revenue from Opelations,

3.11 Prperty, plaDt, and equipmef,t

Property, Plant, and equipment (PPE) are measured at Gt less accrmulated depreciation and accumulad impaimmt if any.
Cost of an item of property, plant, and equipment comprises its purche price, including import duri6 and non,retu(dable
pur.has€ taxes, after d€ductinS trade discounts and rebats, my directly attriburable ct of bringing rhe iren ro fts workin8
ondition for its intended usq and estimted costs of dismantlinS and removirg the itu ud resto.ing the site on which it is

Advan paid towards thc acqubition of fixed assetr outstmding at each reporting date are shown under other nonJinancial
es
assets. The c$t of property, plant, and equipment not ready for its intmded u$ at each repoiting date arc disclGed as capital
work-in-Progress. Subsequcnt expenditure related to the assct is added to its .alrying amount or Rognized as a separate asser
only if it incresB the future benefiLs of the existinS 6set, beyond its previously assessed stmdards of performance and cost can
be measured reliably. Othcr repairs .nd maintmance costs are expcreed off as and when incurred.

3.11.1 Depreciation
Depreiation on property, plant, and equipment is .al.ulated using wntte doM value method (WDV) to wrire down rhe .osr
of property and equipment values over their estimatcd uptul lives which is in line with the Btiroted 6etul life
as specified in Schedule 2013

selshrrd0llic

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 2021-22

nD estiliot.d ts.fut tiot:s afl! $ lollolo.:

usefut Lile
B,ilding
Bt ilding - CoarytudwaU ann WeIl
Etdittfl analEirttt s
Electricel Eiftings

Plaflt and Maahinery 22hS Yeaft

The rBidual valu6, usetul lives, and methods of deprdation of property, plant, and equipment &e reviewed at each financial
year{d dd adjusted proopectively, if appropriate. Chan8es in the expected useful life are accounted (or by chanSing the
mortizatim period or methodology/ a appropdate, and treat€d as charges in a.counting estimates.

hoPerty, Plant, and equipmot are dere€ognized on dispGal or when no tuture economic benefirs are exFcted from its use.
Any gain or loss arisirg on the dere$gnition of the asset (calculated as the difference between the net disposal proceeds and rhe
carrying amount of the asset) is remgnized in orner income/expense in the statement of profit md loss in the year rhe asser is
dereoSnized. The date of disposal of m item of property, plant, and equipmmt is the date the @ipimt obtains (}nt ol of rhat
item in a@rdme with the requir.'ments for detmining when a perfomme obligarion is satisfied in tnd AS 115.

3,12 Intan8ible asets

An intanSible .set is recognized only when its €ost can b€ measured reliably and it is probable thar the expecred tuture
{onomi. benefits that are attributable to it will flow to the Cohpany.

lntangible 6sets acquircd separately are measurcd on initial recognition at ost. The cost of an inrangible asser ompries fts
Purchase Price including import duties and non-retundable purchase tder alter deducting tiade dis.$urs md rebater any
directly attributable .ost oI bringing the item to its working condition for its irrsded use fotlowinS initial .eognitior!
intangible assets are.aried at cost less my accrmulated amonizarion and any acemulated impairmor los*s.

Subequent exP€nditure related to the asset is added to its calryhS out or recognized as a s€parate asset only if ft inc.ea!€6
the tuture b€nefits of the existing asser, beyond its previoEly Gsessed standards of performance and ccr can be measurcd
reliably.

IrtmSible as*ts GrmPrising of sofh{are is amortized on a straiSht-line basis over a period or 10 years unt6s has a shorter

Gais or loss from the dcreognition of intangible as*ts are measured as the diJferen e between rhe net dispGal p.oce€ds md
the.arryinS amount of the asset md are reognized in the Statement of Profit or Loss when the asset is dere.ognized.

3.13 Impaiment of non-finarcial assels: Property, Plantand Equipment dat Intangible Assets
The Company ass6s6, at each reporting datc, whether there is any indication rhar ary properry, plant md equipment, and
intangible assets or group of assets callcd Cash Generanng Units (CGU) may be impaired. If any su.h indication exisrs, or when
amual imPairment testing for m asset is r€quired, the Company estimates the 6set's recoverable mour ro detemine the
extcnt of impairment, if any.

An asset's rmverable amount is the hiSher of m asset's or cash€enerating unit's (CCU) fair value less costs of dispGal md its
value in use. A .ecoverable amount is detemined for an individual dsct u ess the ass€t does not Senerate .ash inllows that a.e
laigely indePendmt of thce from other assets or gioups of assets. Wlen the Grrying amount of an asset or CGU exceeds its
reoverable mount, the asset is considered impaired d is written down to its r€coverable mout.

In 6s6sing value in use, the $timated future csh flows are discounted to their present value using a pre+ax disour rate thar
reflects orrent market assessments of the time value of money and the risks specific to the asset. In determining fair value less
costs of disPosal, t1snt t.ansactions are talen inio acomt. lf no such transactions .an be identifie4 an aPFoPnate

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Annual 2021-22

An assessment is made at each reporting date to determine whether there is d indication that previousiy recogn;ed
impairment losses no longer exist or have decreased. If such indication exists, the Company 6timts the asset's or CGU'S
recoverable amount. A Previously HoSnizd impairment loss is reversed only if there hs been a change in the assumptions
used to determine the asset's re.overable amount sin.E the last impairmert lo$ was rN8nized. The reversal is limited s that
the carrying mout of the det do€s not exceed its rNverable mout/ nor q.ed the canying amount that would have ben
determine4 net of depreciahon, had no impairmmt lo$ ben recognted ror the asset in prior years. Such reversal is rNgnized
in the statement of pro6t or lclss unle$ the asset is @nied at a revalued amount, in which @se the reversal is treated as a
revaluation incr€ase. AJter impaiment, depre.iation is provided on the revised carryin8 out of the asset over its remaining
usetul life.

3.74 Iin .e.osts

Finme cts repr(smt interest erpense recognized by applyinS the Effective lnterest Rate (EIR) to the Sross cdrying momr o{
finmcial liabilitiB olher than financial liabiliti€s clNified 6 FVI?L.
The EIR in.ase of a linancial liability is omputed
a. As the rate that exactly disomts stimated future cash payments through the expected life of the financial liability to the
Sross carrying amount of the amortized cost of finmcial liability.
b. By considering all the contra€lual terrns of the ftlancial iGtrmdt in estimating the cash flows.
c. In luding aI fees paid between parties to the g)ntract tlEt are m hteSral part of the effuive interest rate, transaction costt
and all other premiurns or diMomts. Ary subsequent changes in the estimation of the tuture cash flows are rmgnized in
interBt inome with the .orresponding adiustment to the.arryhg amout of the sets.

3.15 EEployee Benefils Expenses

3.15.1 Shod Tem Employee Benelits

All c'mploye benefits payable wholly wilhin h{elve months of renderinS the s€ruice are dassified as short-tem mployee
benefits. The* benefits in.lude benefits such as salari6/ wa86! shortlem compensated absene/ etc. The undiscounted amount
of sho.t-term mployee benefits expected to be paid in exchange lor the seNies rendered by employq e reoSnized as an
exP€r$e during the period when the emptoys reder the services.

3.15.2 Post-[mploynentBenefitg

A. Delined .ont ibution schmes

All eligible emPloyes of the company are stitled to receive benefits under the provident tund, a defined contnbudon plan i^
which both the employee and the .ompany contribute monthly at a stipulat€d per.enrage of the covded employee,s satary.
Contributions are made to Employees Provident lund Organization in respect of Provid.'nt Fud at the presoibcd rares and are
chargtd to Statement of Profit and Loss at actuals. The ompmy has no liability for tutu.e provid.nr tund benenrs other rhm its
amual contribution.

B. Defined Benefit s.hemes

Gratuity

The Company provides ror gratuity covering eligible employees under whi.h a lump slm payment is paid to vested employes
at retirement, deatlL in.apa.itatiory or temination of employnent, of an amount rcckoned on the respecrive employee's salary
d his tenue of employment with the Company. The Company acounrs for s liability foi turure graruit), benefits based on
actuarial valuation determined at each Balme Sheet date by an lndependent Acruary usin8 Projected Unit Credft Merhod.

The obliSation is measured at the present value of the estimated tutue cash flows. The dis@ut rates used for detemining ihe
Present value of the obliSation undcr a defined benefit plan are based on the market yields on Govemmmr SeGfti6 6 at rhe

An a.tuarial valuation invotv€s rEl(ing various assumptioN that may differ lrom a.tual developments in the furure. These
in lude the determination of the discount rate attrition rate, future salary increes, md morraliry rares. Due to the comptexiriB
involved in the valuation and its longierm nature, thes€ liabilities are hiShly sensitive to chanSes in these assmprions. All
assumptions are reviewed amually.

gais and losses (€xduding amomts included in net interesr on the ner defined benefit
liability), are the balanc. sheet with a conespondinS debit or credit through

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Other Compehemive In.ome in the period in which they occ{r. Re-measurements are not re.lassified to profit and loss in

Provisions are reognized when the company ha! a present obligation (le8al or oBtructive) s a r6ulr of past cvents, and it is
probable that an outflow of resources emMying economic benefits will b€ required to settle ihe obli8atiorr d a reliable
6timate can b€ made of thc amout of the obligation.

wlEn the effect of the time value of money is mterial the company determines the level of provision by discoutirg the
expecled cash flows at a pre-tax rate refle.ting the o[ent rates specilic to the liability. The erpense relating to any Fovision is
presented in the statement of profit and loss net of any reimbursement.

Income tax expeN for the year comprises of current td md deferred tax.

3.17.1 Cl,rni Td
Currcnt tax assets and liabiliti6 for the orent md prior years are measured at lhe amout expected to be remver€d from, or
paid to, the taxation authorities.

The tax rates md tax laws 6ed to .ompute the momt de thce that are enacted, or substantively enacted, by the end o{
rcpo*ing date in India where the Company operates and generatG tMble inome. Current inome tax relating to item
recognized outsidc profit or loss is re@gniz.d outside pro6t o, loss i.e., either in otner comprehensive income or in equity.

Current tax iterns are recognized in corelation to the underlying transaction either in other comprehensive income or directly in
equity. Management penodically evaluates pcitioN taken in the tax returns with rspect to situations in which applicable tax
reSrlatiom de subjecl to interpretation and establishes provisions where appropriate.

3.17.2 Defened tax

Deferred tax is provided on temporary differene at the reporting date betwen the td bes of assets md liabilities used in the
omputation of taxable profit and their.arrying amounts in the finm.ial stateents for financial repo.ting purposes.

Deferred td asets are r@gnized for all deductible temporary dif{erencer the carry forward of unused tax @dits, and any
unused tax losses. Deferred tax asscls arc reognized to the *tent that it is probable that tdable profit will be available against
which thc deductiblc temporary differene ed the carry fomed of unused ta qedits and unused tax lo6ses can be utilized

The .arrying amount of defe.red tax as*ts is reviewed at each reportinS date and redued to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the defened tax asset to be utilized. UtueoSnized
defered td assets are re assessed at each reporting date and arc rcoSnized to the extent that it llas become probable that future
tuable profits will allow the defdred tax asset to be reovered.

Dcfcrr.d tax relating to items reognized outside prolit or loss is re.ognized outside profit or l(6s i.e., either in other
omprehereive i!.ome or in equity. Deferred tax items are recognized in conelation to the underlying trffiction either ir other
mmprehensive income or dire€tly in equity.

Deferred tax assets and dcfencd tax liabiliti6 @ offset if a legaly enJor@able riSht exists to set orf c1rrrent tax assets against
orrent tax liabilitiB md the defe[ed td6 relate to the same taxable entitv and the eme taration authoritv.

3.17.3 Goods an.l6ervi.es tax /value-added tues paid on acquisition ofassets or on inffiifla expenses
ExpeN6 d assets are @oSnized ner of the goods dd seruices tdlvalueadded taxes paid, exc€pt:
i. When the tax incurred on a pur€hase o, assets or servic€s is not recoverable from the taxation authority, in which case the tu
paid is recognized as part of the Gt of acquisition of the asset or as part of the experee item/ as applicable
ii. When receivables and payables are stated with the amount of tax induded the net amount of tax recoverable from, or payable
to, the taxation authority is included as part of receivables or payables in the balance sheet.

3.18 Other incom€ and €xpen6e6

All other in.ome and in the period they ffor ac

islarod0

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3.1e Contingent Liabilities and Assetg

A contingent liabilit/ is a possible obligation that a.is€s ftom past events who6e eristene will be onJimed by the @orren e or
non-Nouene of one or more uncertain futur€ evmts beyond the ontrol of the Company or a present obligation that is not
re.ognized be.ause it is not probabl€ that an outflow of resouces will be required to setde the obli8ation. A contingent liability
also arises in extremely rare cases wherc there is a liability that .mot be rmgnized because it camot be measured reliably. The
Company dG not reco8nize a contingent liability but discloses its existence in the fimncial statemots.

asset that aris6 from past evetrts md wh@ sjstene wil be mnJimed only by the Gcurene
A contingent dset is a po$ible
or non-occurrence or one or more rmcertain tuture events not wholly within the control of the entity. Contingent assets are
neither re€oSnized nor disclosed in the financial statements.

3.20 Eamings Per Share

The Comp y reports basic md diluted earnings per share in accordance with Ind AS 33 on EarninSs pq share. Basic EPS is
.aldlated by dividing the net profit or loss for the year aHributable to cquity sharcholders (after deducting preferen@ dividend
and attributable tees) by the weighted average ruriber of equity shar6 outstanding duing the year.
The weighted average nmber of equity shdes outstmding during the period and for all periods presented is adjusted ror
evmts, such as bonus sha.es, other than the conversion of potential equity shares that have.hmged the nmber of equity shares
outstanding, without a correspondin8 chmSe in resources.

For calculating diluted @mings per shde, the net profit or lo6s for the year attributable to equity shdeholders and the weighted
average nmber or shares outstanding dunng the year are adjusted for the effects of all dilutive potential equity shares. Dilutive
potential equity shar€s arc d(,med onverted 6 of the begiming of the pe.iod unless they have been issued at a later date. tn
omputing the dilutive ednirgs per shde, oiry potential equity shares that are dilutive and that either redue the eamin8s per
share or increases loss per share de included.

3-21 [oi€ign ffirry trde.tiors

TrNctioN in foreign cunencies are translated into the fucrional curency of the Company at the exchmge rates at the dates

Monetary assets and liabilitiB denomimted in foreign currmcies are irffilated into the tunctional clrrency at the q.hmge rate
at the reporting date and the resultmt ex.hange di(erences are reoSrized in the Statement of hofit md lss. Non-monetary
assets and liabilities that are mesured at {at value in a forci8n turen y are translated into the fun.tional cur.ency at the
cxchange rate when rhe fair value was determined. Non-monetary assets and liabilitiB that are measured based on the histori.al
cost in a foreiF curefty are translated at the qchmSe rate at the date of the traruacrion.

3.22 Cash-fiowstatement
C6h flows are repo.ted using the indne.r method, whereby profit belore te is adjusted for the efi€cts of rrmactions of non,
cash nature and any deferrals or a.cruah of past or tuture csh receipts or paymerrs. The cash nows from rcgule rerenue-
Seneratin& investing and financing activities of the Company are scSreSatd.

3.23 Leases
The Company has adopted Ind AS 1l&Leaes effective from 1st April 2019, using the modificd rerrospe.rive merhod. Thc
ComPany has applicd the standard to its leas€s with the @mulative impact reognized otr the date of initial applicarion.

The Compey's lease asset classes primarily oNist of leas€s for buildings. The Company assesses whether a ontract is or
ontairo a leae, at the incePhon of contract. A .ontract ir or containg a le6e if the .ont act conveys the riSht 1o conr.ot the use
a
of an identified asset for a IEriod of time in exchange for consideration. To 6s6s whether a contract conveys the riAht to control
the use of an identified asset, the Company assesses whetherl
(i) The contract involves the use of u identified 6set
(ii) The Compey hd substantially all of the economic bcnefits from the use of the asset through the p€riod of the lease dd
(iii) The Company has the right to direct thc lE of the sset.

At thc date of commen@ment of the lease, the Company recoSnizes a right-of-use asset ("ROU") and a correspondinS lease
liability for all lease arrangements in which it is a lessee, except for leases with a tqm of twelve months or less (shorr-rem
Lca*s) md leas6 of low-value assets. For thcsc short+erm and leases of low-value assets/ the Company recognizes tIrc lease
Payments as an oPerating line basis over the tcrm of the lease-

€ghln.d0llk

14
F - 31
/& Annual n 2021-22

The riSht-of-use assets ee initially rNgnized at cost, which compnses the initial amount of the lea* liability adiusted for
any lease payments mde at or prio. to the &mmencement date of the lease pls any initial diect costs l6s ey leas in.entives.
They are subsequendy measured at cost less acclmulated deprcciation and impaiment losses if my. Right{f-@ asets are
depreciated from the comencement date on a straight-line basis ovei the shorter of the lease term md setul [fe of the

The lease liability is initially measured at the present value of the tuture lease payments. The lease paynents are dis.ounted
using the interest rate implicit in the lease o, if not readily determinable, using the incremental borrowing rate6. The lease
liability is subsequently re'measured by inoeasing th€ carrying amount to reflect interest on the lease liability, roducing the
carrying amount to reflect the leas€ payments made.

A lease liability is re-measured upon the o.curren@ of ertain events su.h as a.harge in ihe lease te.m or a change in an inder
or rate used io determine lease payments. The re-me6ur6ent normally also adjusts rhe leased assets. Lee liability md ROU
asset have b@n eparately prsented in the Balme Sheet md lea* payments have b@n classified as fim.inS .6h flows.

a Significant ac.ouf,ting iudgments, estirnates, and assuinptions

The preparation of financial statements in conformity with the Ind AS requires the mmagement to make judSments, estimates,
and assumptions that affccl the repo.ted momts of revenue6, expenses, ass€ts, and liabilities and the accompanyhg di*losue
md the disclGue of .ontingent liabilitier at the end of the reporting period. Estimtes dd uderlying as$mptions are
reviewed on m ongoing basis. Revisions to accounhng estimats are rec! nized in the priod in whi.h the Btimates are revised
if the revision affects only that period or in the p'€riod of the revision and tuture periods if the revision affe.ts both dnent md
tutu.e pe.iods. Although these estimates are b6ed on the mmSemenfs best knowledge of current eventi and actioro,
unertahty aboui these NmptioG and estimates could result in the outcomes requiring a material adjustment to the carrying
amounts of assts or liabilities in future periods.

In partialu, inlormtion about siSnifitut deas or estimation, uncedainty/ and oitical judgmenrs in applying accomtinS
Poli.ies that have the most signifi.mt effect on the amomts rmgnized in the financial statments is included in rhe following

4-1 Busin$s Model Asse6sment

Classifcation and meduemmt of financial 6sets depend on the results of the Solely Paymenrs of Principal and Interest (SPPr)
and the bNin6s model test. The Compey detmineE the business model at a level that reflects how
Broups of financial assers
are managed together to achieve a Partiorlar businss objective. This assessment includes judgmcnt reflecting all rel€vanr
evidcne induding how the Perfot11Ee of the assets is evatuated md thei. performan e measure4 the risks thar alfe.r rhe
performdce of the assets md how these are managed d how the managers of rhe assets are compeNated. The Company
monito.s financial assets medured at amortiad ost or fai. value through other @mprehensive in.ome that are dere@8nizd
prior to thet maturity to understand the re6on for their disposal and whether the reasons are sEistent with rhe obje.tive of
the b$iness for which the 6et was held. Monitoring is part of the Comp y's continuous 66sment of whether rhe business
model for which the rehaining finmcial ssets a.e held ontinues to be appropnate md if it is not apprcpriare whether rhere has
b@n a chdge in business model md so a prospective ch Be to the classification of tho6e assets.

4.2 [ffective Interest Rate (EIR) method

Thc ComPmy's EIR methodology recognizes interest inome sing a late of retum that represents the besr Btimate of a constanl
rate of retum over the exPected behavioural life of loans givcn md reognizes the effecl of potentially dilferent inrergt rates at
various stages and other €haracleristic of the product life cycle (including prepaymenrs md penalty inreresr and charges).

This Btimation/ by nature, requirB e elment of judgment reSdding the expected behaviour and life-cycle of the i.strumentt
probable fluctuanons in collateral value as well as expected chmges to India's base rare and other fee inome/exp€nse that are
integral parts of the insEummt

4.3 Impaiment of loans portfolio

The measurement of impairment losrs acro6s aI categories of financial assets requires judgmenr in partiolar, the estimation of
thc amount d timin8 of tuhrre cash flows and collateral values when detemining impairment loss€s and rhe dssment of a
siSnificant increas€ in cedit risk. These estimates are driven by a number of factorr changes in which .m result in diffcrenr
levels of allowms.
ly review its models in the ontext of actual loss q

KOTIAYAI' 15
F - 32
/{l
Annual 2021-22

4.4 Contingent liabilities and provision. otherlhan impaiment on aloan porlfolio

The Company operates in a regulatory and le8al hviroment that, by naturg has a heightened element of litigation risk
inherent to its operations. As a result, it is involved in various litigation and arbitration in the ordinary course of bsines. When
the Company can retiably measure the outflow of economi. benefits in relation to a specific casc and considers such outflows to
be p.obable, the Company re€ords a provision against thc case. Where the probability of outflow is considered to be remote or
probable but a reliable stimate .amot be made, a contingent liability is disdosed. Given the subjectivity and uncertainty of
determining the probabiliry and amount of loss6, the Compmy takes into account a number of factors including legal advicr,
the staSe of the matter and histori.al evidence from similar incidents. Significant judgment is required to condude these

4.s Defined employee benefit assete and liabilities

The ost of the defined benefit Sratuity plan and the present value of the $ahrity obtigation are detemined uing actuarial
valuations. An actuarial valuation involv€s malinS varioE dsmptios that my differ from actual developments in rhe future.
These include the detemination of the discomt rate, future salary indeaser and mortality rates. Due to the complexiti6
involved in the valuation md its long-tem nature, a defined benedt obligation is highly sensitive to chm86 in these
assumptioN. All asshptiom de reviewed annually.

4.6 Fair value mea6uienent

Wlen &e fair values of finmcial asts and rinancial liabilities reorded in the balme sheet camot b€ measured based on
quoted prics in active markets, their fair value is measued sing various valuation te.hniques. Tha inputs to th6e models are
taken from observable markets where possible, but where this is not feasible, a d%ree of iudgment is requted in Btablishing
fair valu6.ludgmmts include onsideratio$ of inputs such as liquidity risb credit risk, md volatility. Changes in assumptions
about these factors could affect the repoftd fair value of financial iEtruments.

4.7 Other estimates

These include ontingent liabilities, us.tul lives of tangible and intangible sets, etc.

MF &
Y
.ebl.r.d0,,h o
KOTTAYAI' ft,
o o
*

t6
F - 33
 , Kosamattam
|{- Flnance Ltd-
Annual 2021-22

Nole 5: Cash and C.sh f,quivalenb ed Bank Baldces

Note 5.1: Cash and.ash a in Lakhs

2021
't,758.61 2,5f2_56
Cash on hand
Bal ces with Banks 5,543.36 13,676.30
Cheques, dEfts on hand
Fixed deposits with banl (orisinal matuitv within a Deriod of th.ee months)
Total 7,301,97 15)54.45

Note 5.2r BJnl brlJn.e olher lhd (ash and (i\l I in Lalis

m2. 202t
Fixed depo6its with bank (maturing after a period of ttu@ months) (Refer Note 5.2.1 ) 26,675-74 77,326-83
Bal .e in other csoow acounts
Un.laimed Auction Surplus 103.90 86.57
Un.laimed inter6t md redemption proeeds of Non{onvertible debentuEs- Private l$ue 59.05 7225
Total 26,434.59 17,445.65

Note 5.2.1: fixed <in Lakhs

2022 202\
Seculity for bolrowings 26,On_q 17,o15-37
Seority for guarantees 2734 26.07

Note 6.1: Trade Re.eivables { in Lalhs

Mdch
2022
a) Receivables Considered good - s€c!.ed
b) Receivables Cocidered Sood - unsecued 14.08 7.37
c) Re.eivabl6 which have a significant ino€as€ in cedit risk
d) R€ceivables -@dit impaired
14.08 7.37

Les6: Allowance for impaiment lo6s

Total Net Re.eivable 1{.08 7.37

I in Lalhs
As nt Marc} 31" 2022
Outstandine (or Iollowins peio.ls from due date of Dalhent
1to 2 2to3

Undilputed Trade Receivable

9.33 2.71 o.67 1-32 0.02 14.08
Considered doubttul
Disputed TEde R..eivable

Coreidered doubtful
Tot61 9.33 o,67 1.32 0.02 14.08
MF

gi3hr.d o
KOTTAYAII rI
t7
F - 34
r< Annual 2027-22

I in Lakhs
As at March 31, 2021
Outstandiru Ior followinq periods froEl due alale of
Lto2 2to3 Mor€ thalr 3
Total
Undisput.d Ttade Re.eivable
2.97 3-07 1.31 0.02 7,37
Considered doubttul
Disputed Trnde R€.eivable

CoNidercd doubttul
2.97 3.07 1.31 0.02 7.37

Note 6.2r Other Receivables t in Lakhs

20?2 202\
d) RNivables Considered good - se.lred
b) Rc.eivables Considered good - unsecured
Re.€ivables from Pow€r Generation - Wind Mill 22!5 2233
Reeivables Others 47As
c) Rec€ivables which have significant inoease in Credit Risk
d) Rec€ivables - credit impaired
Total 593) 2233

Less: Allowance foi impairm€nt loss

Total Net Receivable 59.50 22.33

None of the trade and other r€ceivables is due ftom directoG or other offiers of the compmy either severally or jointly with any
other Per$n. Nor other receivables are due from firms or private companies rGpeciively in which ey dire.tor is a partner, a
director, or a member.
These receivables arc non-interest bearin& short-tem in nature, and do not involve my credit risk hence no ECL provision has

&
MF

E 0r,ic
4. KOTTAYA[I m

l8
F - 35
 2021-22

Thrc!8h Oihc. losc

De$i8r.ted at fair value throu8h profit o. Sub-roral
C.m.reltendve fn.om.
3,96,@.7t 3,96,@0.71
507.35 50735
528_56 sz$.*
iv) Mi.rc Finance L@ns 116.33 1t6.33
6)44.64 6,344.64
t6.13 16.13
747-52 70.52
4t
t6.24
410,725,@
(8) I) ScoEd by tatrble dsets
3,96,644.71 3,96,@.71

413,025,35
3,218.54 3,218.U
3,99,806.81 3,99,

507.35 507.35
528.55 528,56
iii) Mictu linan.e LoaN 116.33 116.33
16.13 16,13
147,52 t47.52
1315.49 13$.49
397.70 397.70

Total (II) - Net 974_D 918.19

Total iB) d+IIl - Net

4,04,341
3,616.24
Total (c) o)- Ner 4,@,725.@
(II) Lo.c oubide India

Total (c) or)' NEt \ //^c'5):11^;* -

Total (c) (I) 4,N,725.00 L@,725,fi

(oII AYAM F - 36 l9
 Annual Report 2021-22

ThIouEh Orh€r
CodDrhensive In ome
D6iAnared at fitu v.lu. thou8h lrofit o! loss Sub-tol.r

3,43,2]a.54 3,43,21a.54
t,634.99 tlu.99
'\47.57
in) Mido Fin6.e Io@ 10.57
5,4M.26 5806.26
2033 20.33
14.20 148_20
350,975.
3,149,51 149.51
3,L7,a2634
(B) I) sec@d by tangible a$et!
3A3,2t8.54 3,43,21IJ.54

3,!9,024.80
2,583.84 2J83.84
3,i15,!140-9

1,6i4,9 '1,6u,99
ii) Mi.rc linanG Loms 147.57 t47.57
20.33 20,33
ta.2o 144.20
r,951.09 1,951.09
565.67 565.67
Total (ID - Net
Total (B) O+Il) - Ner 3,47,42634
(c) (D LoaB in Indi.

975.89
3,50,95.89 975.49

3,47,426.38
(It) Lo.E out6ide India

Toral (c) oI)- Net \

\ 3?42826.38 //'-e e!o&o\\
BI

F - 37 20
r{- Annual Report 2021-22

Cr€dit Quality of Lod Assets

The rable below shows the ccdit quality dd thc maximum erposure to dedit risk based on the Compmy's intemal qedit rating systm dd yearqd stage classifi@tion. The amouts
pres€nted are BrGs of impairment allowances. Details of the Comp y's interMl Srading system de explained in Note 41.
lin Lakhs

2022 20x1
StaB.3 Stagel Stage 2

High grade 3,77,3l4.05 3,n38.6 3,t1,29.13 3,1t,234,8

5,667. s,67.X a,s],a,79 8,5{a.79
2,305.95 2J05.95 17,413.t6 17,473.16
Past due but not impaired 9,329.V 9,329.77 5X26.U 5,726,34

9,650.11 9,(s0.11 a,0D.47 4,049,47

3, 2,388.05 12303.08 9,650.11 4,04,34r.24 3,17,2i4.8 37,@.29 a,049.47 3,s0,97s,89
EIR impact of s€rvi.e charses r<eived
Crcss canyin* amount closins balan.e net of EIR imDacr of seaice ch.rEe reeiv.d iaa.os 12303.08 9,650.11 4,M,U\.24 3,11,234.73 4,019.47 3,50,97539

2022 2021
Stag.1 2 Stage 1 2

ces orr}.ms u@!t 3,1L,28.13 3t,@.29 8,049.47 3,50,975.49 2t7,79t.63 25,14.22 6,932.66 2,99,844,57

New asets onEinated or puchased 9,56,108.13 1,1llo.12 9,57,24€.25 897,7@.04 32.4 t,769.@ a,9a,962,14
Asts desognied or repaid(dduding Mite ofrs nd includes interest a.@als (25,111,91)
(8,70,9t2.53) (30,226.03) 17,74i.67) 19,03,882.23) 18,20326_a) 12,432.30) 18,4r,t90.76)

(19,04s.01; 19,M5.01 (33,957.26) 33,%?26

(3,204.19) 3,204.19 (29.16) (2,!49,75) 2,379.51
(0.67)
Gross canying amounl .losing balance 9;t7,X8.05 12303.03 9,650.11 4,04,341.24 r,71,234.$ 31"688.29 a,o49,47 3,50,975.49
EIR impad oI s€Nice .harscs rdcivcd
t650.11

F - 38 21
ld 2021-22

2022 2021
Stage 1 Staae 2 StaAe 3 Stage 1 Sta8e 2 Stage 3
Total Total
Collective Collective Cole.tive Coll€dive
ECL.[ow c€ - op€ning balance 1185.59 397.19 1,666.73 3,149.51 978,92 521.29 1,137,27 2"537.44
New assets oriSinated or purchased 3,341.11 459.47 3,374.74 7,1t4.72 2,615.83 s72.56 1188.39
Assets derecognis€d o, repaid
(excluding write offs and includes interest 12,98.19) (924.05) (1,706.57) $,a831) Q,e7 .07) (r77 32) 197.97) 12,676.36)

Transfe6 to Sta8e 1 (s3.66) 71.92 \1,589.62)- /.t,57r.36) 0.m

Transferc to Stage 2 (48.90) 349.17 300.27 (96.49) 96.49 0.00
Transfers to Stage 3 (2.76\ (36.07) 290.74 25].97 (5 .60) 143.27\ 44.47 0.00
Impact on y€ar end ECL of exposures tratrrerred between stages during
237.& \79.561 308.69 465.73 106.67 \124.10) 529-46 s12.03

Amounts written oIf 0.@

ECL allowance - clorins b.l .e 1,323.19 317.63 1,975.42 3,616.24 397.19 1,556.73 3,149.51

Note 8: Oihei linancial assets

.45
Total 1,338.45 1,259.52

Note 9: Cunent tax assets het) { ir Lakhs

Parti.ulrr€
2022 2021
lncomc iax refundable (net of provision) '1,562.56 1,095.74
Total 1,562.56 1,095.74

Bco

0Iic

F - 39 22
 Annual Report 2021-22

Deme.t .ost a at APril 01 mm 8,507.60 683.r8 7,944.U 1,$3.26 576.00 368,54 758n.9 2t,277.39
622.87 157.27 27,63 2U,3t 1,042.02
?.33 t0.6 20.51

8,507.60 683.18 8,560.32 1,7@.5i 5?6.@ 393.55 1,811,52 22,292.94

6J7,47 169.38 4.50 9.13 12E.30 918.78 .49
4.12 1.58 13.55 t9.25
4,507,60 683.18 9,L63.67 7,92433 530.50 1,926.37 23,r92.43

A.@iul.t d D.pE.iation
2.U 5,985.3 1,080,49 '\39.76 243.97 7,342.67 9,029,06
34.14 562.9 t47.O2 55.53 43.94 t%,E7 1,004.59
6.51 2.39 10.13 19,03
274_98 6,541.81 1,227.5t 195,79 2n5.52 L,!a9.51 to,0r4.a
2A.U 56a,n 150,93 48.53 32.8r1 t97.94 L027,A7
4.t2 1.55 t2,87 18.54
303.82 7,tu6.44 '\,376,A9 243.42 318.36 1,674jo 1t,023,95

2027 8,507.6{) 404.20 2,018.51 s33.02 3m.71 1@.13 322.71 72,274.2t

379.36 2,057.21 551.!14 336,68 84.42 251.n 7L164.44 36.49
8,507.60
Notc: All title dads of immovabte proPerties are held in the name of the ComPany

Note 10.I: CWIP

Amourtin CWIP for a period of

CWIP Total

36.49 36.49
Proiects temporarilY suspended
Total 36,49 3649

I in Lakh6
2021
ot
cwIP Total
2-3

Proiects temporarily
Totrl //:/ -vl\
F - 40
((
Annual m21-22

ain Lakhs

cross block
Deemed.Gt d at April 0t 20m 6,424.44
2,294.66
2,697.94
4.6 at Mar.h 31, 2(}21 t031.16
'1,871.29
Disposals 7,077.83
As at Mar.h 31, 2(}22 6,430,62

A.cumulated Depr€.iation
As at Aplil 01, m20 3,@2.75
'1,430.22
2,691.94
As at Mdh 3r" 2021 2,381.03
Charge for the year 't,718.42
Dispocals 989.53
As at MNh 31, 2022 3,109.92

Net Blo(k
As at March 31, 2021 3,550.13
As at Marh 3t m22 3,720.70

Not€ 11.1: Lease Liabilities <in Lakl6

2022 2021
3,911.13 3,777.99
Total 3,911.13 3,n7.99

11.1{a) { in Lakh6

20n 2021
1,4a3.66 1,366_86
1 to 2 yeds 1,m3.78 946_78
2 to 3 years 620.3t) 564.60
3 to 4 years 400.94 360.60
4 to 5 years 23?.94 299.54
199.5r 239_61
Total 3/911.13 3,777.99

in the Statementof Profitand Loss < in Lakhs

Malch
2022
Depreciation charge of right-of-use assets (induded in deprsiario& mortisation md impai.ment) '1,71,8.42 L+m22
Interest expeNe (induded in finance osts) 431.51 578.02

11.3 Gains orlosses arising fiom sale ard leaseba.k hm6actiors

11.4 The leales during the year L007.38 t,707 .26

a

3l.rad0ll
(OTT

F - 41
24
r& 2021-22

11.5 Lease Dis.losures

In the stat€,nmt of profit and loss, operaring lee expenses which were recognised as orher expens:s are now recoSnised
as dePre.iation exPeN for the right-of-le ass€t and finm@ co$ ror interest accued on lease iiabilfty. For the year erded
March 31,2022 this resulted in reversal of rental expenses o( a2,m138 Lakh and a ctEge of a 1,n8.42 Lath rowards
of 4431.51 LakI on lease

2021
The weiShled averdge incemenlal borrowin8 rate aDDIied
to lease liabilities remgnized in the balmce sieet is: '
988% 7072%

Thc ComPany has not availed the option for charSing off of rental related to short-term leases and les6 of low-value
assets. Atl leases have been considered for the detemination of lease liabilfty and Right of Ee assers.

Note 12: Other I in Laths

Licemes & Br dsl
lolal
Gro$ blo.k- at cort
Deemed .Gt as at Apdl 01, 2020 122.67 2.76- 246.42 411.79
't4.23 14.23
Disposals
Net .a.ryin8 mount a6 at Meh 31, 2021 722.67 2.16 300.65 425.42
19.00 19.00
Disposals 0.2; 0.26
Net carrying amout s at Mar.h31,2022 122.51 1.90 319.6 444.17
A(Mulated Depre.iation
As at April 01, 2020 34.74 1.11 49.57 725.52
Charge for the yed 8.97 0-22 29.57 38.76
Disposa-ls
Net.arrying dout as at Marcft 31,2021 43,71 1.33 119.24 154.28
15.56 0.19 30.33 46.08
Disposals 0_26 0_26
N€t .arrying domt as atMech 51,2022 59.27 1.26 749.57 210.10
Net Block
Ner.airyins mornt as at Mffih 37,2021 74.90 0.83 181.41 261,.14
Nei..rryinA anount as at M h 37,2022 63.34 0.64 7?0,09 2U.07

Note 13: Othey Non-Finan.ial Assets { in Lalh6

Se.urity Depcits with governmot authorities 250.57 247.52

BalanceswithSoverment autho.ities 272.52 393.2i
1,o75.46 514.68
Advan@ Amut md Other Deposits 348.83 299.54
3.02 2.63
Other non'finarcial ssets 72.67 9.03
Total 1,963n7 \456.63

Crren.v: a i.l.khc
Note 14.1 Trade

2021

(i) bral outstandinS dues of micr@nterprises d small mterprisB 113.61

(ij) total outstanding dues of creditors other than micro enterprises and small enterprises t27.4) 165.08
Total 240.70 155.08

with the Company, none of thc suppliers "The Micro,

Small Development ('MSMED') A.l 2005". Acco.dingly, no
31,2021, together with interest paid /payable are
(OTTAYAT

F - 42
/< Annual Report 2021-22

{in Lakhs
As at March 31, 2022
outstanditre {or followine Deriods ftodl the due date of avments

(i) MSME 113.61

G6 Total

113.61
(ii)Others 102.81 o.o7 0.83 23.38 127,6
(iii) Dispud du6 -MSME
(iv) Dsputed dues -others
Total 216.42 0.07 0.83 23.38 240,70

As at March 31. 2021

Outstandinq fo. folowins Deiiodr from the due date of DaEetrts
Total
(i)MSME
(ii) Others 36.90 104.80 23.38 155.04
(iii)Disputed du6 MSME
(iv) Disputed dues -Olhcrs
36.90 104.60 23.38 165.08

Note 14.2: Other P : { in Lakls

20?2 2021

(i) total outstanding dues of micro enterprisB md small enterprises 7.77

(ii) total outstandins du6 of.reditors other than micro enterprises md small enterprises 142.X) 't99.32
Total 14.57 199.32

Note 15: Debt Se.urities

Desigrated at
Ataairvalue
Amo.tized Cost thtouah pront Total
th.ough profi!
orloss
Sec]ed Non-Convertible DebentEei*
(Refer note 15.1)
Sedred Non-Convertible Debentues -ListedH
2"23,564.73 2,23,5U.73
(R.f.! note 1s.2)
Totat (A) 2,23,564.?3 2,2i,564.73
Debt securities in India 2"23,564_73 2,23,564.73
Debt seorities outside India
Totat (B) 2,23,564.73 2,23,564.73

1ifl Lalh6
2021
Designated at ,air
lhrou8h pro6t value throuSh profit Total
or106s
Seored Non-Convertible Debenture6*
(Rcfer note1s.1)
Seclnd \on-Convertible Debentures -Lisled"
2,24,322.99 2,28,322.99
(Refer note 15.2)
Total (A) 2,24322.99 2,28,322.99
Debt mrities in lndia 2,28,322.99 - 2"28,322.99
Debt securities outside
Total (D) 2,28,322.99

e
.Ckl.r.d0llh

F - 43 26
&. 2021-22

The prin.ipal mount of the seored NCDE allotted in rems of varios tranches of public issue of NCDS uPto )(IIth tranche,
toge,her with aU interest due on rhe Seored NCDS, 6 well as all costs, charges, all fees, remuneration of Debenture Trust@ and
experses payable in respect thereol shall be *orcd by way of first ranking pdi p6su charge with the Existing Secured Creditors
on all movabte assers, including book debts and receivabler cash md banl balanc€s, loarc and advances, hh Pres€nt md tuture
of our Compmy equal to the value 1 rime of the Secured NCDS outstandin8 pls interest accrued thereon and tusr ranking Pari
passu charge on the imovable property situated at Nagappattinm Dist. Kelvelur Talu-k, Velankanni Village, Tamil Nadu-Main
Road w6t, R.S. NO.(OLD No.41l18C) New No41n8C-1 Full extent in 1s0 sq. met

The principal amount of rhe Seored NCDS allotted in term of XIVth and XVth trmches of public issue of NCDS ,together with aI
inrerest due on rhe Seered NCD+ as well 6 all cost' cha.ges, alt fs,
remuneration oI Debenture Trustee and exPem6 Payable
in repecr thersf shall be secured by way of ranking pari passu charge with the Existin8 s€or.d Creditore on all movable
fist
assets (exduding ch&ge on the written down value of tumiture and fixtur6 to the extmt of 41,080.92 Lakhs ), including b@k
dcbts and reeivables, osh d bank balancer lom md advancer both pres€nt md future of our Company equal to the value 1
time of the Secured NCDS outstanding plus interest acc.ued ther@n and first ranking pari passu chdSe on th€ irnmovable
property situated at Nagappattinam Dist. Kelvelur Taluk Velankanni Village, Tamil Nadu-Main R@d West, R.S. NO.(OLD
No.4U18C)New No.41A8C'1Full extent in '150 sq. met

The prin.ipal moMt 10 XXlIth trmchB of public issue of NCDt together with all
of the Secured NCDS allotted in te.rns of X\rlth
interest due on the S€ued NCD' well as all costs, charges, all fe6, remmeration of Debenture Trust@ md expenses payable
as
in r6pe.t the@f shal be pNed by way of first ranking pari passu €harge with the Existing Seclred Creditors on all movable
assets (excluding charge on the written down value or tumiture and fixtur6 to the extent of 11,080.92 lalhs) includinS b@k debts
and receivables, .ash and bank balmer to.ro md advanc€s, both present md tuture of our Company equal to the value 1 time of
thc Secur€d NCDS outstanding plus interest accrued thereon.

*Ex.lud6 u.laimed matured debentures which is shown as a pa.t of other financial liabilities in Note 18
*lncludes EIR impact of transaction cost

Not. 15.1 s.@dRedeemble Non-Convertible D€b€ntuEs-Unltuted

The Company had p.ivately plac€d S(cured Redemable Non- Convertible Debentures for a maturity period of 4m days to 72
months with a principal amomt outsteding of a 0.00 (March 31,2021: < 0.m hkhs)
< in Lakhs
Sl. No
2022 2021
KSB II Ieb 2011 -Jun 2011 Feb 2015 - lun 2015 2.00 3.50 48 Months 12.00%
KSB III Oct2011 Mar2012 O€t 2015- Mar 2016 15.63 17.23 48 Months 12.007"
KSB IV Mar2012 Feb 2013 Feb 2016- May 2018 u.12 36.52 36- 66 Months t2y- 72-AO%
KSB V Mar2013 lun 2013 Mar 201& Iu2016 3.90 3.90 48 Months t2-oo%
Sub Total 55.65 51.15
Le6sr Unclaimed Matured Non-Convertible
Debenture ed Interst thereon shown as a part of 55.65 61.15
Other Financial Liabilities
Total

Note 15.2: Seffd Redeemable Non-Convertible DebenturcE - Public Issue & Listed
The principal amount of outstanding Securcd Redemable Nontonvertible Listed Debentures raised through Public lssue
stood at { 2,01,120.22 Lalhs (M
ch 31, 2021: {211,646.69 Lalhs).

{ in Lakhs
Dat€ oI Maturity As at March 31, Redemption
NCD Sedes
Date 2021 Pdod
NCD 13 KFLMSO4 23MDOL\ 22lUD12r 2,748.06 36 Months 9.50%
NCD13 KFLMSOs 23/ 12078 22fi41m27 3,144.69 36 Months 9.75%
NCD 16 KILPSO2 o6losl2ol9 05/0512021 3,026.54 24 Months 9.75%
NCD 18 KFLRSOl rcn2lm19 09Ml2U\ 5,948.86 18 Months 9.26v.
NCD 17 9 20loalm2t 3,47.97 24 Months 9.75%
NCD 19 27lO8l"O2r 15 Months 9.49%
NCD TO 7 081C412021 1
s Months 9.81%

F - 44 27
r&. f,'."n'Jr,T. 2021-22

NCD 14 KFLNSO3 241c912018 2310912021 5,564.93 36 Months 10.00%

NCD 14 KFLNSO4 24lW12018 23M12027 3,88t.47 36 Months 1052%
NCD 20 KILTSOl 74lOlmz0 18lru2o21 7,876.37 4O0 Days 8.50%
NCD 18 KFLRSO2 1Ol12l20t9 09112t2o21 4,197.20 24 Months 9_75%
NCDlI KFLKSO6 29lof/2017 281121202r ri31.45 52 Months 9.81./.
NCD15 K!LOSO3 3U0U2079 29l lm22 5,94347 36 Months 10.mv.
NCD 15 KFLOSO4 3110712019 29/0112022 2,782.& 36 Months 70.52./.
NCD 9 KFLISOT 0uwm17 31tO1l2U2 3,]48.4 60 Months 10.25"/"
NCD 19 KILSSO2 29lO5lzjm 25l12lm22 4468.58 21 Months 9.75./.
NCD2l KFLUSOl xn1/2021 2710212022 1363.15 4m Days 850%
NCD 16 KFLPSO3 0610s12019 o5l05lm22 5,n4.42 5,904,42 36 Months 10.00v.
NCD 16 5,48626 36 Months '1o.52%
KFLPSO4 0610512019 0510512022 L964.M
NCD 10 KFLJSOT 0910512077 0710512022 2,218.20 2,2',18.20 60 Months 10.00%
NCD 12 KILL506 08/01/2018 07lo5/2022 2,671.28 2,432.64 52 Months 9.87v.
NCD 6 KFLFSOT $/alm16 ufi6nu2 2,321.49 2,321.49 76 Months 11.50%
NCD 6 KFLFSO8 $/o2/m16 14M/2022 3,470.29 3,056.64 76 Months 77.57%
NCD 17 KFLQSO3 21/8/m19 20M/2O22 9,2',19.49 36 Months 10.00%
NCD 17 KFLQSO4 TlB/m19 20l08/m22 6,027.U 5.454.07 36 Months 70.52%
NCD 13 KILMSO5 23/C 12018 22lNlm22 2,295_85 2,090_74 52 Months 9-AL%
NCD 1'I KFLKSOT 29M12017 26lUlm22 3,611.75 3,671.75 60 Months 10.00%
NCD 14 KFLNSO5 24M12018 23lBl2O22 5,050.48 4563.55 48 Months t0.67%
NCD 7 KILGSOT 0910612016 08112/2022 7,2i537 1,23537 78 Months 11.1570
NCD 7 KFLGSO8 0910612016 0811212022 3,rN8.49 3,567.78 78 Morths 1725%
NCD 18 KFLRSO3 fi1142079 wt1212022 7,6a4.29 7,6a4.29 36 Month! 10.m%
NCD 18 KFLRSO4 10/12.12019 $lr2l2o22 6,264.70 5,668.38 36 Months 1052%
NCD 15 KFLOSO5 3U0Um19 30h112u3 2,620.52 2,367.86 la Months '10.67%
NCD 20 KILTSO2 un0lmm 13101/2023 L9&.56 2,960.56 30 Months 9.50%
NCD20 KFLTSO3 74/tO/zlm 13M/2O23 4213.55 3,853.62 30 Months 934%
NCD 13 KFLMSOT 231C412018 21lU@n 4,902.47 4,902.47 60 Months 10.00%
NCD 16 KFLPSO5 06/o5/20t9 05Mlx]23 2,868.78 2,592.79 48 Months 10.6710
NCD 21 KFLUSO2 231O1120"1 2U07120n 7,260.07 1,2fi.o7 30 Months 9_251"
NCD 2I KFLUSO3 23/O712027 2210712023 3,U7.{ 3,578_66 30 Months 9.34%
NCD 17 KFLQS05 21M2019 1910812023 4,U7.87 4,079.04 48 Months 10.67%
NCD 19 KFLSSO3 29/O5/mm 28lUl20n 10,367.79 '10,367.79 39 Months 10.00%
NCD 19 KFLSSO4 29M1"0"0 28M/mn 43A9-97 3,971.33 39 Months 10.54%
NCD 14 KFLN506 24Ml20t8 22t@/20n 201.56 207.s6 50 Months 10.25./"
NCD 18 KFLRSO5 ]o112/20t9 091121202j 3,764.60 3,401.65 48 Months 70.67%
NCD 20 KFLTSO4 1411012020 12lOU2024 9,708.93 9,704.93 39 Months 10.00%
NCD 15 KILOSO6 310u2019 3010112024 439.63 439.63 60 Months 10.00v.
NCD9 KFLISO8 0110420t7 37/0|2024 3,r00.53 2,808.19 84 Months 'lo.4l%
NCD 20 KFLTSO5 14l10t2AO 12M12024 1,065.36 969.65 42 Months 9.87Y.
NCD 21 KFLUSO4 23/0|2c2L 22/04n024 t4,497.62 74,897.4 39 Months 10.00%
NCD 16 KILtSO6 06M/m19 04los/2024 383.84 383.84 60 Months 10.007.
NCD 19 KILSSO5 29/O5n02O 28M/2024 3,n633 3,430-32 48 Months to_67yo
NCD 17 KFLQ506 27/M/2Ot9 20MW4 642.U 642.U 60 Months 10.00%
NCD 20 KFLTSO6 r4lr0lzlm 7U721m24 L349-62 2,737.76 50 Months 10.22L
NCD 1I KFLKSO8 29/M/2017 2711212024 2,061.89 1,875.98 88 Months 9.91%
NCD 21 KFLUSO5 23hU"0"1 2U012025 4150.83 3,750.64 48 Months 10-67%
NCD 18 KILRSO6 7017212019 091061202s 639.74 5n31 66 Months 70.77%
NCD 13 KFLMSO8 231M12018 22108/m25 2,410:43 2"793.70 88 Months 9.97./.
NCD 19 KFLSSO6 Monttu '10.7
2910512020 281111202s 1,010.02 912.32 66 t%
NCD 21 KILUSO6 2310u2027 220712026 't,332.92 1,203.98 66 Montk 70.77%
NCD 18 KFLRSOT 7011212019 wt1212026 L02930 1,029.30 84 Months 7025%
NCD 18 KFLRSOS 7017212079 @11212026 2,938.25 2,667.22 84 Months 'lo.4l%
NCD20 KFLTSOT r4/rol20m 13lrc1m27 1,330.15 1,330.1s 84 Months 't0.25vo
NCD 20 KFL 1411020m 731701m27 LB2_23 1,494.97 84 Months 10.41%
NCD 22 0310612022 4651.38 400 Days 8.m%
B
NCD 22 281C,4'/2023 7,2J9.68 24 MonttE 8.50%
NCD 22 I 28/M12024 777.97 36 Months 9.25./.
0ghl !dolth o
ft
F - 45
23
/< Annual 2021-22

NCD 22 KILVSO4 29/U/m21 28M12024 2,641.54 36 Months 931%

NCD 22 KFLVSO5 29/0,4./2027 28170/2024 70,321.87 42 Months 10.00%
NCD 22 KFLVSO5 29lMlnzl 28lwlm2s 5,72l.95 48 Months 10.67v.
NCD 23 KILWSO1 3010912021 2910512023 1684.10 20 Months 8.30%
NCD 23 KILWSO2 3OlB12027 29M12023 2,421.67 24 Motrths 850%
NCD23 KFLWSO3 3Ol@12021 29/Wl2O24 il3.67 36 Months 9.N./.
NCD 23 KFLWSO4 3010912021 29M12024 3,798.89 36 Months f.il%
NCD23 KFLWSO5 3Ol0Dl292r 29/0312025 13,543.84 42 Months 10.m7.
NCD 23 KFLWSO6 3OMl2o2r 29/ru2025 L797.92 50 Months 70.22./.
NCD23 KFLW$7 30lBl2o2t 3t.22 72 Months 9.m%
NCD23 KFLWSO8 3OM/2021 "9lcD12027
29M/2028 1,796.37 84 Months 'to.4l./"
StbTot^l 2,23,927.52 2,a,a2a.47
Less: EIR impact of trmaction ost (362.89) (505.4{t)
Total \2i,564.73 2,x,322.99

(other than debt securities) < in Lakhs

As at Mmh 31.
2022 2021
Designat€d DeEiSn.ted
At rair vilue
through
$rot1gh pmfit
CGt profit through Cost thmugh

(I) Tem lom

52588.54 29,996.14
(ii) fiom other pa ics 7,025.89
(ID Loans Epayable on dnmd
working Capital Demand Lom
42,579.37 39,U8-E7

Cash Credivoverdraft facilitates

24,7il.57 76,255.97

(ii) frorn other parties

Total (A){l+II) 7,31,944.31 85,26',r..O2
(I) Se.ued 1,31,944.31 83,267_02

Total (B) 7,31,944.31 8s261.02

(I) Borrowin8s in India 7,31,944.31 85,26-t.02
(ll) Borrowinss outside India
Total (O(I+II) 1,31,944,31, 8s261.02

The Term Loant Cash Credits, d Working Capital Demand Loans of the Compmy are secured by paripassu floating .har8e
on movable as*ts, o[ent assets, book debts, loans & advanccs, induding c6h and bank balances, and the qisting Sedred
Creditors. The loans are also guaranteed by thc pe6oMl Suar te of Mr. Mathew K Chedan - M aSin8 Dire.tor o{ rhe
Company, Mrc. Laila Mathew - Whole Time Director of the Company, M.s. lilu Saju Varghese - Dire.lor of the Company, Mrs.
Milu Mathew, md Mre. Bala Mathew Relative of the director as per thc term mutually ag.eed with the respeclive lender
ba*. In addirion to the properties of the Company, the properties of the Dte.tors of the Company -Mr. Mathew K Cheialr
Mrs. Laila Mathew, and Mrs. lilu Sdu Varghese, Prope.ties of relatives of Directors of the Comp&y - Mrs. Milu Mathew and
Mrs. Bala Mathew and the properhes of Kosamattam Buildcrs - A putiership tum where Mrs. Jilu Saju Varghese and Mrs.
Milu Mathew are partners have also ben provided to State Banl or Indi4 South lndian Bank, and Dh lemi Bant as collaieral
secunty, on tne basis oI a$eemmt created with the respective banks.

The Quarterly d*ts filed by the Company with banks/finan ial imtitutioB are
&

oflic

F - 46 29
 Annual 2021-22

I in Lakhs
Tenure (from the date of Balance Sheet)
2022 2021
9-m% -11-0{)% 28,255.52 I,527.60
lto2yem g.mv. 11-U)% 22653.27 8,727.75
2 to 3 years 9.20v. - 77.ffiv. 9,763.14 2356.00
9.20./. - 11.N./. 3,382.50 3,',194.49
4 to 5 years 9-20% - 77.m% 560.00 2"702.il
9-20y, -11-W%
ToIal 64,514.43 29,996.14

Note u: Subordinated Liabilities I in Lakls

2022
Designatedat
ttuouah prcfit Total
through pEfit

P€rpetu.l Debt In trment (Refer note 17.1) 675.16 675.76

PreI€rence Shde Other thd thGe that qualify

1,20,0003%Compulsorily Convertible
Cmulative Preference
Shares of l1m0/- ea.h (Refernote17.2)
Subordinated Debt- Listed*r (Refer note 17.3) 29,339.82 29,339.82
Total (A) 30,014.98 30,014.98
Subordinated Liabilities in lndia 3O014.98 30,014.98
Subordimted Liabilities outside India
Total (B) 30,014.98 30,014.98

I in Lakhs
2021
at fair
thlough profit Totai
Cost

P€rpetual Debt Instrumcrt (Refer note 17.1) 1,381.00 1,381.00

Pref€renc€ Share Other than thGe that
quarify B equity
1"20,000 3% Compulsorily Convertible
Cumulative Preference 1,200.00 1,200.00
Shares of <1m0/'each (Refer note u.2)
Subo'dinated Debt- Li!ted.' Gefer note 17.3) 29,406.38 29,4063a
Total (A) 31,987,38 31887.38
Subordinated Liabilities in India 3',1,94738 31,987.38
Subordinated Liabilities outside tndia
Total (B) 31,94734 31,94734
*'lncludes EIR impact of tlaNaction cct

Note 17.1 Perp€tual Debt hrtllrhent

The Comp&y had privately placed Perpetual Debt Lstruent with a principal mornt outstandin8 of 1565.00 Lakhs (March
31, 2021: a1,190.00 Lakhs)

2022 2021
1 Oct2011- Oct 2012 24.18 767.57 13-94%- 14-A6%
2 Oct 2012- 2013 173.23 159.68 73.94v.- 74.86%
3 4n.75 459-75 13.00%-14.86%
Tot.l 675.15

F - 47 30
/& Annual Report 2021-22

Note 17.2: Pr€fer€nce She

The Compul5orily Convertible Cmulative Preferen.e Shdes of the Company were converted during the current year
(Novemb€r 2t 2021). The Compmy allotted tutly paid-up 30,00,000 Equity Shares of fae value of {10/- each pursuant to
conversion of 1,20,0m compulsorily convertible preference shares into equity shares as per the teffi of offer letter issued at the
time of issue of prefercnce shar6 to the preferene shareholders at an issue pnce of r40l per Equity Share (including premium
o{ a30l per Equity Share). The fresh allotment ol equity shares as stated above has resulted in an increase of equity share capital
by l3o0 Lakhs and ecurities premim re*rye by 1900 La-khs

Note 17.3: Subordirated Debt - Public & Lirted

The principal amount of outstanding Uns€cured Rede€mable Non- Convertible Lisd Debentures issued as Subordinated
Debt which qualifiB as Tier lI capital under thc Non-Banking Financial Company - Systemically Important Non'Deposit
taking Company and Depcit taking Compmy (R6ene Barl) Direc{ios, 2016 bsued ttuou8h Public Issue stood at a
21826.73 Lakhs (March 31 , 2027t 424,241.47 lakhs).
< in takhs
Date of As at Mar.h 31, Redemption
NCD Series
2022 2027
NCD 5 KILESOT ul1a2o15 28h212O22 982.01 75 Months 1150%
NCD 5 KILESOS 0|142015 28lUtZ022 3,647.54 75 Months 17.73%
NCD 8 KTLHSOT 29M/2016 2810f1m23 1,05954 1,059.54 78 Months 11.m7.
NCD 8 KFLHSO8 29MnO76 281$lm2j 2,29438 78 Months 7r.2s%
NCD 10 KrLls08 $lo5l2o77 o8lo7l2oz4 2,006.53 '1,82147 86 Months 70.16%
NCD 12 KFLLSO8 08/012018 0710512025 1,692.87 7,U0.2i 88 Months 9_91%
NCD 12 KFLLSOT 08lulmfi 07/051202s \464.9',1 1,864.91 88 Months 10.00%
NCD 14 KFLNSOT 24109lm18 23Ml2U5 726.82 726.82 84 Months 1025%
NCD 14 KILNSO8 24109tm$ xM/2025 2,998.64 2,775.92 84 Mmths 10.41%
NCD 15 KFLOSOT 3!0u2079 30hU2U5 499.37 499.37 84 Montlrs 10%
NCD 15 KFLOSO8 3|0|2079 30|OU2O26 2,0?6.27 1,835.22 84 Months 1041%
NCD 16 KILPSOT 0610512079 05lo5lm26 412.78 4t2.74 84 Months 70.25%
NCD 16 KILPSO8 0610512019 0510512126 7,n7.87 1,573_96 84 Months 10.41%
NCD 17 KFLQSOT 2|0812019 20l0f/2o26 532.89 532.89 84 Months 1025v.
NCD 17 KFLQSO8 2|0812019 20Mnn26 2"486.46 84 Months 10.41%
NCD 19 KFLSSOT 2910s12020 28M/2027 930.53 930.53 84 Months 1025%
NCD 19 KFLISO8 2910512020 28105/2A7 L754-25 1,951.13 85 Months t0.4tyo
NCD21 KFLUSOT 2310]/2021 2210\12028 7,2M.37 1,204.37 86 Months 1025./.
NCD21 KFLUSO8 2310u2027 2210112028 't,791.10 1,622_22 87 Months 70.41%
NCD 22 KILVSOT 29/04/2021 28110120 1,132.18 66 Months 10-2510
NCD 22 KFLVSO8 29lvl2l2t 28/0,4/m28 84 Months 10.410/o
Sub Total 294O2.O2 29,457,31
Less: EIR impact o( transaction cost (62.2O) (60.93)
Total 29,$9.42 29,406.38

Note 18: Other Financial Liabilities < in Lall6

2022 2021
Auction supls retundable 1m.90 46.57
Unclaimed Matured Non-Conve*ible DebentureE and interest thereon 55.65 61.15
Unclaimed Matured SubordiMte debt d intqest theren 3.40 11.10
Peipetual Debt Instnment Payable 238.03
Divid€nd payable on CCPS 36.00
Total 400.94 194.42

<in Lakls
A6 at March 3r"

2022 2021
Graruity (Refer Note 34) 404.02 210.31
ote 19.1 322.93 220.75
Total 726,95 431.6
o
m
F - 48 3l
,-iiia,
2027-22

19.1The movement in Prcvisions fo.other assets 2021-22 and 2020-21 are as follows lin Lakhs

As at April 01, 2020 220.75

As at March 31, 2021 220.75

102_18

As .t March 31, 2022 322.93

Note 20: other Nof,-financial Iiabilities I in Lakhs

Parti.ulars
2022 2021
Statutory dues payable 238.25 156.65
Total 238.25 156.65

Note21: Equity Share Capital

21.1 The Econciliation of and.t the end of the

50,m,00,000 (March 31, 2020: 50,00,m,000) Equity shares of {10/- each 50,000.m 50,000.m
Issued, subs.rlbed, md fully paid up
27,6,79,N2(Marcl\31,2021: 20,25,00,547) Equiw shares of a l0/' each tully paid up 2t,687.93 20,2s0.O5
Total [quity 21,@7 .93 20,25O.O5

21.2 TemJ righb atta.hed ro equity shares

The Compmy h6 only

one class of equjty shares having a par value of {10/- per shee. Upon a show of hands/ every member
entitled to vote and present in p€rson shaU have one vote and upon a poll, every member entided to vote and present in
person or by proxy shall have one vote, for every share held by him.

In the event ol liquidahon of the Company, the holders of equity shaG will be entitled to re€eive any of the remaining ass€ts
of the Company, afrer distribution of all preferential amounts. The distribuhon will be in proportion to the nmber of equity
shar6 held by the shdeholders.

213 Details of

No. of shalcs % hoiding No. of rhares 7. holdilg

Mathew K Chcrie 12"U,52270 59.23% 72,54,52"270 6795v.

Laila Mathew 101,48,300 13-X% 3,01,48,300 14-A91,
Kosmttam Ventures Private Limited 3,@,n,2N 16.60v. 3,60,00,2m 17.78%

21.4 Reconciliation of the nmber of Equity.hde ed of Equity shd. €pital ahout oubtanding at the
and at the end of the { in Lakhs

As at April 01, 20m 19,76,07,770 19,160.18

Add: Shar€s issued on nghts issue basis 0une 30, 2020) 64,72"8t4 641.28
Add: Shares issued on rights issue bsis (November 13,2020) 23,79,688 237.97
Add: Shares isued on ri8hr5 issue basis {Iebruary 23, 2021) 2t,46,275 210.62
As at Md.h 31, 2021 20,8,N,s47 20,250.05
Add: Sha.es issued on rights (April3o,2021)' 70,8n,625 108.06
Add;Shares issued on 't7,2021)* 7,4,98,730 7,029.82
2421 300.m
2022 21,64,79,{2 .93

E rD
F - 49 l2
 2021-22

' Right Issue

The Compey alotted tully paid,up 1,13,78,755 Equity Shd6 of face value of a10/- each to the eligible equity shrehotders at an
issue price of l4O/- ps Equity Shar€ (including Per Equity Share) in the RiShts Is{e.
premim of l30/-
The enrire Fo.eeds of the Rights Issue have tJ€en utilised 6 per the objects stated in the offer document for the RiShts issue.
The fresh atlotment of equity shaG through Righrs Issue as stated above has reiutted in m inan!@ of equity share caPital by
u,137.88 Lakhs and le.u.ities premim l1*se by <3,413.63 Lakhs

"Conv€Eion of CCPS
The Compmy alotted tully paid-up 30,m,000 Equity Shares of face value of u0/- eadr Pursuant to convereion of 1,20,000
compul$rily @nvertible preference shar6 into equih/ shares as per rne term of offer letter issue.l ,fihe tim€ of issue of
Preferene shds to the preference shareholde6 at an issue Pri.€ of 140/- Per Equity Share (in luding Premium or <30/- per
Equity Share).
The fresh altohnent of equity 6hares as stated above has resulted in an incree of equity share caPital by €m Lakhs and
mrities premium reserue by {900 Lakhs

21.5 The Company ha6 not allotted dy sharepusuant to contra.tt without palment beiry rc.eived in cash ot as bonus
shares norhas itboughtb..k any shares duing the pr.(edingperiod ofs financial ye8.

21.5 Shar€holdina of promoteB

m22l

Mathew K Cherian 12,U52,270 59,3% 239"4

Laila Mathew 3,01,48rm 890% 0.m%
lilu Saiu Varshese 4m Neqlisible Neqlisible

Note 22r Other { in Lakhs

Balmce at the begiming of the year 6,679.58 5,349.28

Add: Trans{er from Retained Eaminss 7,59994 1,330.30
Balu.e at the end of the year 4,279.52 5,579.54
Capital Reseo€
Bale€ at thc bcAiminS of the year 9.07 9.07
B.l,n.e at th€ €nd of the veal 9.O7 9.07
R.valuation ReseBe
Balance at the beginning of the year 2.46 2.46
Balm.e at the end of the yed 2.ffi 2.46

Balee at the begiming of the year 2,75s.03 3s7.30

Add: Shares issued on 3.63 .73
Bal .e at the end of th€ year 7,W.6 2,755.03
Impaimert Re* e
EaI .s at the beginning of the year 3,403.13 2"591.42
Add: Amount transfered fro- R.roi""d E-
Bal .e at the end of th€ 4_trla.74 3.403.13

1 1
Bale.e at the end oI the ved \1,ffi.97 17,6fi.97
Retained Eainings
Balmce ar the beginning of the year 7,278.2s 2,848.64
Add: Profit for the year (net of tds) 7,999.66 6,531.58
Less: Appropriationr -
'1,599.94 r,33030
Transfer to Statutory Resere
Transfcr lo Impairment Reserve 685.61 817.71
Total
Balarce at the end of th€ 7

lhhrd0, c)
= ft
F - 50
-/ Annual Report 2021-22

Other Compreh€n.ive In.ome

Balan.e at the be8imi^g of the year 19.91 26.88
/J07.4) (6-97\
Add: Addition during the year
Bal.nce at the end of th€ year 1a7.69) 19,91
Total 44,014.49 31,8S.80

Not€ 22.1 Nar@ md putpGe of re6erve

Statutory R6eFe represents the Reserve lund .reated undel Sectron 45 lC of the R€serve Bank of lndia Act, 1934.
Acco.dingly an mount of <1,599.94 Lakhs (March 31, 2021 11,330.30 Lakhs) rePresmting 2070 of Profit for the Period is
transfered to the fmd for the year.

Seoritie6 Pr€niun
This Res@e reprents the proim on the i$ue of equity shares and €an be utilized in accordanc€ with the provisios of
the Companies Acl, 2013.

Debentue Redmption R6ene

In terms of Section 71 of the Companies Aci 2013 read with Rule 18 (1 of Companies (Share Capital and Debentures)
Rules 2014, lhe Company has created Debenhre Redemption R€serve in respect of Secured Rede€mabte Non{onvertible
Debentures d UreeNed Redmble Nontonvertible Deb€ntures issu€d through public issue as p€r SEBI (Issue and
Listing of Debt Securities) Reg1llations, 2m8.

In a.cordanc€ with The Companies (Share Capital md Debentur6) Amodment Ruler 2020, any non-banking finan €
company that intends to issue deb&tur6 to the public are no longer required to create a DRR for the purpose of
redemption or debentures. Also the exc€ptio$ as available to NaFCs earlier have be€n retained in tetm of aeation of
DRR for privately placed debentures.

Furth6, the Company shau on or berore the 30th day of April in each year invest or deposi! as the case may be, a sum
which shall not be l6s thm fifteen percent, of the mout of its debentures maruring during the year {din8 on the 3lst
day of Mar.h of the next year in the mamer mentioncd in Rule 18(7)(c). AccordinSly rhe Company has depcfted
i9,853.14 Lakhs in deposit account for debenture red.'mption

hpaimertReserue
In a..ordance with RBI circdd no. RBI20'19,20/170 dated March 13, 2020, the €{)mpmy hs provided ,or impaiment
allowm.es as required by hd AS. tn pdallel, the company has also determined the asset classilication and computed rhe
imPairment Provisions s per extant prudential norms on Income Recognitior! Asset Classificario4 md Provisioning
(IRACP). A comparison betwen provisions required uder IRACP and impaimenr allowances made uder rnd AS 109
has been disclosed in Note No. 46.

Iu.ther, sincc impailment allowanc( under Ind AS 1m is lowcr rh rhe provisioning required under IRACp the
differene has be€n appropriated from net prolit after tax to'Impaiment Rc*ne'. The batance in the,tmpairment
Reserve' shall not be re.koned for regulatory capital.

No withdnwals are permitted from this r6erve without prior pemission from the Deparrment of Supervision, RBI. The
requir.ment for 'Lnpairment Reserve' shall be reviewed, going forward as per further instructions lrom RBI

Under the erstwhile Companies Act 1956, the gmeral r6eNe was oeated through an amual trNfer of pro6t for the
period at a specified per.\:nta8e in ac.ordm@ with applicable r%llations. ColEquent to the introduction of the
Companies Act 201, the requirement to mandatorily transler a specified perentage of the net prorit to the general r6eNe
has be€n withdrawn. However, the amount prcviously trffifened 10 the general r€.erve can be utilized only in
accordance with the spccific requirements or the Companies Act, 2013.

Retained ealnings
This Rc6erve repres€rts the (:lmdative profits of the Company. This Reserve can be utilizd ir accordarce with the
Act, 20 13.
Other
t,c

It of Defined Benefit Obligation and Ple aets

!la,!d0llh
YAIT
F - 51 34
 Annual Report 2021-22
111
Note 23: Interest Income
\'ur ended March 31,,
2022 2021
On On ,. Interest On On Financial Interest
Financial Financial income on Financi41 assets measuxed income on
assets financial assets at amortized financial
Particulars
assets
measured measured assets measured cost assets
at fair at classified at at fair d@ssified at
value amortized fair value value fair value
through cost through through through
OCI rofit or loss OCI rofitorloss
Interest on Loans
Gold loans 60,216.73 51,413.21
Other loans 382.32 1,390.56
Interest on deposits with banks 1,425.23 900.58
Interest on fair value of deposit 102.11 94.87
Total 62,126.39 53,799.22

i Note 24: Fees and commission Income

Particulan

Commissions
Currency: f in Lakhs
Year ended March 31,
2022 2021
I
I
15.80 12.44
Demat Services 13.85 13.75
Insurance Services 4.90 13.57
Money Transfer Services 21.67 23.55
Ancillary Charges on Loan 278.87 308.80
Others 3.17 3.70
Total 338.26 375.81

Note 25: Otherlncome Currency: f in Lakhs

I
Particulars Year ended March 31, i
2022 2021
Net gain/ (loss) on derecognition of property, plant and equipment 0.78 2.14
Net gain on foreign currency transaction and translation 13.30 7.00
Total 14.08 9.14

Note 26: Finance Cost Currenc : f in Lakhs

Year ended March 3�
2022 2021
On financial
On finanQal
liabillties On financial On financial
Particulars liabilities
measured at liabilities U�iliq.,es
measured at fair
fair value measured at �at
value through
through amo�.&st amortized. cost
profit or loss
profit or loss
Interest on debt securities 23,880.19 21,636.58
Interest on borrowings (other than debt securities) 8,561.07 5,959.38
Interest on subordinated Jjabilities 3,538.55 3,074.20
Interest on lease liability 431.51 578.02
Bank charges 480.10 333.16
Dividend on CCPS 23.87 11.22
36,915.29 31,592.56

F - 52
.fl7 xoiamattam
rt6. Finan<e Ltd. 2021-22 I
Note 27r on financial instt1ments I in Lakn6
Mafth
2022 2021
On financial On findcial On financial
instrumenis measued instrments mcasu*d

ocr
466.73 512.03
8ad Debts Written Off 0.67
102.79 220.75
Total 569.59 73L74

Note 28:

2022 2021
7,70922 6,656.56
Contribution to Providst d Other Fuds 433.% 301.00
Provision for Gratuity(Re(er Note 34) 61.33 64.83
Staff Welf e ExpeNe 154-39 3n.14
8,358.E6 7,399.53

Note 29: Depre.iation, amortization and impaimenl Cmncy: { in La-kis

Y€ €nded Mdh 31,
2021
Depreciation of property, plant md equipment 7,02787 1,m4.59
Depreciation on Right of Ne assets 1,778_42 t,430.22
Amortization of intangible assts 46.08 38.76
las: Depreciation adisted against Windmill ln ome (61.43) (5s.53)
adiusted agaiNt Estate Income 17.67) (8.73)
Total 2,72327 2,4A937

Note 30: Other { in Lakhs

March
2022
Advedsement and publicft y 54332 323.52
Amual MainteMnce Chargs 189.m 44.93
Auditors' rees and expere6 (Refer nore 30.1) 31.85 27-74
CSR Expens (Refer note 30.2) 772.73 162.17
to_67 75.58
Electricity & Water Ch&ges 775_13 176.92
GST 301.68 244.U
31.80 30.m
Office ExpeN6 |u.36 96.0
Printing and Stationery 274_36 2t3.21
Le8al & ProfessioMl Charges 273.43 249-67
25_79 30.24
Rating Fee 107.X 72.70
Repais & Maintmce 211.38 127.33
Remueration to Non executive Directo6 4.30 3.10
S€&rity Charg6 153.01 105.65
Communicahon Costs 185.35 '161.02
TraveninS Expenses 211.n 749.79
Tiustee Remuneration 24.28 21.44
28.6 13.81
(Refer nore 30.3) 20.30
note 30.4 9.93 101.65
Total 2,45O.63
rr.r!d0ll o
m
=
F - 53 l6
 Xosmattam
-r,
.lI\ Fin,n.. Ltd- 2021-22

Note m.1: Auditols fee6 md a if, Lalhs

m22
'19.47 '19.47

For Taration Matters 2.& 2-60

7.74 5.67
For Reimburcement of Expees 2.00
Total 31.85

Note 30.2: So.ial a in Lakls

a) Grcs momt required to be spent by the Company durinS tle year 172.U 762.77
b) Amomt spent during the penod 172_n 162-17
.) Shortfall (Exffi)
at the end of the year (0.39)
d) Total of previous years shortfalls
e) Reason for shortfall
0 Nature of CSR activities Refer Note 30.2(a)
g) Details of related party trffiactioro -
51.90

Tot.l 77L73 152.17

Tho Company has costituted CSR Comittee and has undertaken CSR activities in accord ce with S.hedule v]I of the
Compani6 Acl, 2013.

Note 30.2(a)
Promoting health care in luding preventive health care, Training to promot€ rural sports, Setting up of homes for womerL
LradicalinS hunSer. Promoting education, Empowering women

Note 30.3: Windmill Income / I in Lakls

March
2022 2021
Inome from Windmill 47 _72 46.68
Depreciation Windmill (61.43) (55.s3)
AMC Char8es (t2.o2) (11.45)
Total 125.73' (m30)

Note 30.4: Estat€ In.ome / CuEen.v: t in Lakhs

Partiadars Year ended March
2022 202'l
108.% 114.65
Depre.iation - Estate (8.73)
17.6a
(217.s7)
Total (99.93) (101.65)

Note 31, Tax

Ye ended March 3r"

2022
2,762.33
Adjustrnent in resp€ct of income te of ea.lier year 309.73
Delerred tax relatins to oriqination and reversal of temporary differenG /.36.76) 224.53
In.ome tax expense reDorted ir datement of 2,72557 3,M7,78
In.ome tax recognized in other .omprchensive in.ome (OCD
Deferred tax related to item reognized in OCI during the
fromProfit d LGs 36.19 2.35

35.19 2.35
od
KOTTAYAM
F - 54 37
 2021-22

Reconciliation of the rotal tax.hdSe:

The tax dErgc shown in the Statement oI Proat and Loss diffeE frum the tax charge that would apply if all the Profits had
ben charged at lndia's corporatc tax mte.
A reconciliation between the tax exp€ns€ ard the a.outing profit multiplied by India's domestic tax rate for the year
ended March 31, 2022, and thc year cnd€d March 31, 2021, ir as follows:

Y€.r ended March

2021
Accounting profit before tax 10,725.23 9,599.36
25-1(a%
Computed tax for the year "5-1A1"
2,@933 2415.97

Td paid for edlitr periods 3@.73

DTA not recognised earlier (51.s6) 274.08
Dividend on CCPS 6.01 2_82
25.83 23.39
DoMtion and CSR 46.16 40.72
Others (0.20) '1.07

I{.ome tax erDense reDorted in the Statem€nt of Prcfit d Loss 2,725.57 3,67.74
Effective Incone T'1 Rate 25-41n/" 31-q60/"
As per amcndmenr u/s 115BAA of tn.ome Tax Act 1961, existing Domestic Compmi6 are provided with an option to pay tax at
aonessional rate of 22% plus applicable surcharge and @ss. The Compmy, vide the provisions of this sectiorr hs irreversibly
opted for the new tax rate of 25.168% in l6ive of surcharge @ 10% and cess @ 4%.

Note 31.1: Defered Td

The fouowing table shows defered ts recorded in thebald.e 6heel and charges le.orded in rhe In.ome.tar expense:
< in Lakhs
Def eted f ax tusets/(Liabilities)
Depreciation and Amortisation 775.49 679.O7
Provision against loaN 29422 294.16
Fat value 8airr'0N) on security deposits 5120 55.26
Right of @ assets / (liability) 47.93 32.18
Provision ,or retirement benefits 101.68 52.93
8128
Amortisation of Drocessins fees 1375.74\ (270.4t)
Delered Td A6ret6 (net) 915.05 843.13

Reconciliation of defeued tar assets/oiabilities) i in Lakhs

Particulale
zo22 2021
Opening balanc€ 843.13 't,069.31
Tax inome(exp€ree) du.ing the year recoSnized in
36.76 (228.53)
Statement of Pro6t and Loss
MAT utilizd for tax payment
Tax income/(expense) durins the year recoenized in OCI 36.19 2.35
916.05 843.13

F - 55
 Annual Report 2021-22

Notes 31.2 Tumove. for Goods & Se i.es Tax

D€lhi Kerala Total
4,595.48 721.15 9.67 10,303.29 t0,754.57 717.61 237.34 28,7t2.23 780.83 56,236.20
Auction Proceeds of Gold ' 2,678.26 398.35 6s.03 &550.51 z,73a.La 594.02 111.20 72,847.80 446.02 24,469.37
0.93 0.43 0.01 2.75 6.99 0.35 0.15 3_97 0.21 75.79
0.06 13.52 0.01 0.01 0.24 0.01 13.85
4.90 4.m
Money Transfer Seruics 2t.66 21.66
PAN Card Seryi@s** 0.16 3.59 0.34 4.09
Ti&et Eooking Servi.es* 21.10 21.10
Ancillary Chdses on Loan 23.?5 2.t3 0.11 52.86 65.67 2.70 1.08 129.?4 2.50 27A.aA
-t,425.23 1,42523
Interest on Bank Deposit
Ioreiqn ExchanAe Scrvices*** 4.03 4.03
In.ome from Power Generation* 47-72 47.72
Asriolture lncome* 108.94 108.94
Sale / Transfer of Fixed Assets 0.05 0.11 48.20 a-02 0.94 49.33
7,D7,94 7,722.06 74.E2 14,909.74 15,2@.24 1,314.12 349.m 41,094,76 1,269.57 a6,701.O9

'Au.tion ploceeds of cold has beer netted off with the oubtanaling value of 6uch loan md shown d Intereit In(ome in ihe Prcfit and Lors A/.
*'Costs related to the partiolar in.one has been netted off in lhe Profit md Loss A,/c
**Idable valu€ i6 taken as 1% of the gm6s amomt of Indim Rupees prcvided/re(eiv€d (transactions with authoriz€d dealen are exduded as it is dempted) whilc foreiSn
erchdge gain has been shoM in the Prcfit and Lost A/c

r,l F

o Lco
2 3trrad
KOTTA YAtl
m

F - 56
r
,a(' 202t-22

I in Lakfts

2022
Net profit attributable to ordinary equity holdeE 7,999.66 6,531.58
wciShted average number of equity shares for basic eamings per share 20,88,5&528 79,75,23,233

Basic eamings per share (t) 3.83 3.31

t in Lakis

2022 x21
Net profit attributable to ordinary equity holders 7,99.66 6,531.58
Add: Dividend on CCPS 23.87 17.22
Adiust€d p.ofit lor diluted emings per sh 8,023.53 6,542.fi
Weighted average nmbet of equity shaB for basic €amingE per rhe 20,88,58,528 't9,75,23,233

1,20,m,0m
weighted average number oI equity shares fot diluted emil8s per share 2O,U,59528 2l,952i,2i3

Diluted eamins6 per sh@ (t) 3.83 3.12

Note 33: Assets pted8ed as security

The .arrying mounts of assets pledged as seorib/ Ior debt seorities as well as seored borrowinSs de as below
{ in Lakhs

2022 2021

C6h d osh equivalents 7,3J1.97 16358.86

BanI Balme other the above 26,675.74 17,326.83
83.58 29.70
4,N,725.m 3,47,826.38
Other linancial assets s43.07 473-20
Non-finan.ial Assets
Other nonjinancial assets 913.53 97 t.\8
Total 435,242.89 382,946.fi

Above assets have ben provided 6 secuity on first pari'passu Roating charge basis for *cued debt seorities as well as for
s€ued borrcwin8s other than debt s€.urities.
ain Lakhs
Mh
Land 5,347.16 5,U7.76
Buildin8 156.13 164.06
84.42 108.13
Furniture & Fixtures * 2,057.21 2,018.51
Electrical Fittings * 551.45 533.02
25\.77 322.17
Total 8,448.14 A,49299
Lmd ed BuildinS 6 above have b(m provided d co[ateral Sec{rity to rhe South Indim bank Ltd. for the limit provided as
Cash cedit to the company and to Viska ITCL (India) Limited for the Public issue of Non{onveilible Debentures by the
Compmy.
Fumiture & Iixtures include an amount of 11080.92 Lakhs, with respect to which the Income Tax Departnent hd first chaige
u/s 281 of the In.ome Tax Act, 1961 .

Fumiture & Fixtures amounts to {1080.92 Lakhs) have be€n provided as security on fi$t pari'passu
debt eorities as well as for ecurcd bank borrowinSs.

rt.,.d0llic
KOTTAYAM

F - 57
{t& Annual 2027-22

Note 34: Retiiemenl Bef,efit Plan

Defined Cotrtribution Pld

The Compmy mak6 .ontributioG to Provident lund whi.h is a defined contribution Ple for qualifying emPloys. The
Company lecognized I 317.71 Lakhs (March 31, 2021: i 210.37 Lahs) for Provident Fund .ontriburions in the statement of

Delined Benefit Pl

The Company has a defined benefit gratuity plan. The giatuity plm is govemed by the Payment of Gratuity A.i, 192. Every
employee who has conpleted five years or mo.e of seryie gets a gratuity on leaving the servi@ of the ompany at 15 days
salary (last drawn salary) ror each compled yed of prvi@. Gratuity liability is untunded.

The followinS tabl6 sumarise the components of net t'enefit erperue reognized ir the statement of profit and loss and the
funded statc ed mounts reognized in rhe balarce sheet for the gratuity plan.

Net in th€ Baldce Sheet < in Lakhs

2l]22 2021
Present value of obligations 4M.02 210.31

Defined 8enefi t ob liBa tion/lassel) A04.A 210,31

{ in Lakfis

45.99 52.33

Net Interest on net defined benefit liabilitv/ (asset) 15.35 12.50

61.34 5443

Details of value of defined benefit I in Lakhs

Present value of defincd benefit obliSation at the beginning of the year 270.37 744.52
45.98 52.33
Past Service Cost
lnterBt mst on benefit obligations 15.35 12.50

a. Actuarial lcs/(gain) arising from dun86 in dmoSraphic assumptions 27.22

b. Actuarial loss/ (gain) arising from chdges in financial assumpnons a.a2
c. Acuarial gainy'(lGs, disinS due ro ple erpenence 107.74 9.32
01.40) (4.36)
Present value of defined benefil oblisation at the end of the 404.02 210.31

ir.ome (oct)
Ye{ etrded Mar.h 31,

2022 2021
Remeasliementr or defined benefit obliSation
Actuarial loss/(8ain) arisinS from.han8es in demoSraphic dsmptioru 27.22
Actuarial gain/(loss) arising from chan8es infinancial assumptions 8.82
Actuarial gaill/(loss) arisin8 due to plan experience 707-74 9.32
Re-measEmetrts otr ple assets
Return on Plan assets, cxcluding amount included in

143.74 9.32

F - 58 41
( *ft*ii?. 2027-22

The

2022 2021
Salary Crowth Pate 5.m% 5.my.
7-28vo 7-50%
Indim Lives Mortality Indi& Liv6 Motality
Mortality
(2012-14) Llltimte Table (2006{8) Ultimate Table
Modified q(x) values as per above Mortality Table
Modified version of above Table
Estimated term of liability in years 12.43 24.50

Aqu titative .ensitivity analysis for si8nificant assmptions a at Md.h 31,2022, a dMarc\31,m21l are as showtr
I in Lakl6

2022 2021
36s.71 r76.59
448.38 252-41
449.01 250.72
365.25 \n.26
411.15 379.U
39s.09 tw.77

The ecitivity is pe.fo.med on the DBO at the respective valuation date by modifying on€ parmeter whilst retaining other
parameters omtant. There are no chm86 from the Fevious period 10 the methods md assmptions underlyinS rhe
*cftivity malysis. The estimatB of future salary incee, onsidered in actuarial valuatio4 take acomr of inJlatioo
*niority, promotion, and other relevant fa€rors/ such as suppty and deMd in the employmmr market.

The pnn.ipal assuptions u6ed in determining retirement benefit obli8ations for the Company,s ptms e shown below:

The discomt rate is based on the prevailing market yields of Government of India s€cur is as at rhe balane shet date for the
estirnated term of the obliSations. The estimate of fuhrre salary inoea-ses coNidered, takes into a.count jnflariorr edority,
promoliory inoements, mortality, withdrawals, md other r.tevmt factors.

Note 35: Maturity analysis of assets and liabitities Cmfl.v: lin Lakhg

2022
Wilhir 12 After 12 Wirhif, 12
Total Tot l

Cash and cash equivalents 7,30t.97 7,301.97 16358.86 143s8.86

Bank Bal ce olher than above 19,310.59 7,528.10 26,838.69 12863.30 4,622.35 77,4a5.65
14.08 14.08 7.37
69.50 69.50 22i3 22.33
4,03,387.65 953.59 4,U,U7.24 ,il,377.O7 604.88 3,50,975.89
Adjustment on account of
13,616.24\ (3,149.51)
EIRT€CL
Other filu.ial assets 543_07 795.38 1,338.45 473.20 786.32 '1,259.52
Non-Iirancial A66ets
Current t& assets (net) 't,56256 7,562s6 t,e5.74 '1,095.74
Deferred tax assets (net) 976.06 916.06 843.13 843.13
Prope y, plant, d equipment 12,164.44 't2,76a.44 't2,278.28 12,27a-2a
Capitat work in Progress 36.49 36.49
3,720.70 3,7m.70 3,650.13 3,6s0.13
Other 234.07 234_17 261.14 267.74
Other 913.53 .54 '| 963.07 t.30
97
Tolal 4,55,W9.12 3,81,M7

XOTTAYI I

F - 59
r& Annual 2027-22

< in Lakh!

2oZL
Within u Afrer2 Total
Within 12 12
Tot.1

Liabilitie6
Iin .ial Liabilitiec
385.37 - 38537 364.4t 364.q
74,642.G r,49,285.$ Ln,927.62 64,578.t8 Lf[,25O.29 2,28,824.47
- Adjutment on accout of EIR - (362.89) (50s.48)

91585.() 36,358.91 7,31,944.37 63,886.48 2-t,374.54 85,261-A

(other than debt se.ldties)
Subordinated Liabilities 3,872.19 26,2M.99 30,0n.74 6,5&37- 25,479.U 31048.31
' Adjustmert on a.cout of EIR (62.2O) (60.93)
Lease Liabilities 1,453.65 2"457A8 3,911.13 7, 6.85 2,411.\4 3,777 39
Other Financial liabilities 400.98 400.98 194.82 194.8?
Nor-f inancial Liabilities
125 58 601.37 726.% 3.97 427.@ 431.06
Other non-f inanciat liabilities 238.25 234.25 156.65 156.55
Total Liabilitiet 1,76,7O3.s1 2,14,904.24 3,91,146.70 1,41,,,032 2,09,942:q 3,50,495.31
Net 2.54f35Aa (LE5,9r831) 65:7o2.4 239,947.6 (185305.10) 52,058,&5

Note 36: Change in liabilities arisin8 from financif,B a.tivities disclosed as pel Ind AS 7, Cash flow statement
{ in Lalhs

2021 cash Flows OtheE 2022

Dcbt Sccurities 2,28,322.9 (10,76538) 6,n7.62 2,23,564-73
Borowings other than debt securities 45,26t.02 46,83.28 t,31,944.31
Subordinated Liabilities 31,987.38 11,837.92) (134.48) 30,014.98
3,777.9 2,(X7-37 (1,868.23) 3,911.13
Total liabiliti.s from findcing activities 3,49,349.34 3O080.65 4,@4.91 3/89,435.1s

I in Lalhs
Cash
Others
Flows
Debt Securities L04,7O4_76 24089.48 129_35 2,283n.99
Borrowings other than debt s€curities 5?,7U37 33,072.65 85,261.W
Subordimted Liabilities 29,752.a6 't,97.72 237.& 31,98734
Lease Liabiliti6 2,737.50 1,707.26 $6.n) 3,m.v)
Total liabilities from financins a.tivities 2,8,742.49 50156.51 (300.02) 3,49,3493A

Note 37: Contingert liabilities, .ommitment6, md leasing arangements

Liabiliti.s <in Lalhs

202L
(i) ContinSetri Liabilities
(a) Clains against the cornpany not a(knowledSed as debt
(i) In&meTax Demands 7,698.U 2,b6.A6
(ii) Serice Td Demeds 4,279.4
(iii) Sales Tax Demands 83.36 83.36
Total 782.20 6,s29.A4

(0ftAYATI

F - 60 4l
/d 2021-22

Note 38: R€lated Parq Di6.lo6urcs

1 NIL

1 MathMKcherim Chdme (:lm Mmaging Director

2 Laila Mathew Whole time Diector
3 lilu Saju V&Bh* d/o Mathew K Cherim Non - Executive Director
4 C. Thoms John Independent Directo,
5 Paul Jo6e Maliakal Independent Director
Independmt Director (Cea*d to be the independent
6 Kavil Viswambharan Raveendravilasam Direclor on September 1Z 2021 due to demise)
7 Scbasti Kurian Independent Director (w.e.f December 14,2021)
8 Amalrta Varghese C Chief Fimciat Offier
9 SreenathPalakkattillam
Personnel or iheir relatve.
1 Ko6amattam Builders Private Limited
2 KGmattm Ventus Private Limited
3 Kodamattam Builders
4 Ko6amattam Security System
5 Velmpadikkal Enterprises LLP
5 Kodamattam Cherian Foudation
7 Kodamattam Nidhi Limited
with
1 Milu Mathew D/o Mathew K Cherian
2 saju vdshese John H/o lilu Saju vd8hese
3 George Thomas h/o Milu Mathew
4 Sre€kanth P B/o Sreenath Palakkattilm
5 Kriihnm P F/o Sreenath Palaltattillam

Related Party kesa.tionr during th€ yec

I in Lakhs
Key Manag€rial Relatives ofXey

2022
I^ter4t paid on Subordinated debts 3-61 2.23
Interest paid on NCD - Listed 0.23 0.18 14.65 7.31
Director's Rumeration 811.m 757.
Sal is and Allowances 26-03 21.r0 15.18 14.5,{
Loans given 1,250.m
't,269.6 357.U
SubordiMted debts repaid 15.m
Purchase of Equity Shar6
300.00 12.50

Purchases of CCPS of the Company 270_U)

Purche of Listed NCD of th€ Compmy 1.18 27-26 31.21
Redemption of Listed NCD of the Company 7.70 10.00 2.0s
Inter6t received on Lom 1n.66 135.90
Rent paid 135.75 47.54
2.14 55.27

The Company has not Sranted any Ioary'advane to promotors/ directors, KMPS nor related partis either severally or jointly
is repayable on dem d or without specifyinS any term or period of payment

ac

ghhr!d
XOTTAYAM

F - 61
41
 Annual 2027-22

{ in Lakhs
[ntities Key Management PerBonnel

CSR ExpeE6 51.90

Pur.hase of lixed Asset 81.11
Rmdering of Service 176.&
600.m
600.m
lnterBt re@ived on Lou 553

Balance outstanding as at the year-end: Assev (I-iability)

a in Lakhs
X€y M-.gerial

202:. 2021
lnvestmuts in Equity Sha.es (11860.10) (11s60.10) (12.54) (12.s4)
Investmots in CCPS l27O.N)
NCD - Lisred (r.m) 12.7o) (99.u) (88.38)
Rent DepGit 78.47 76.27
Subordinated Liabil i6 (1s.m)
892.66
Ahouts (payable)/r€ceivable (Net) to related parties \15,7a2.59') 780.48 (11s.92)

Note:
a) Related parties have ben identiffed based on the deddation received by the mMgement and orher recor& available.

Bal (e outst nding a! at the yeetrd: A6.eV Giability)

{ in Lalds
Entities ovel{hi.h Key Managemert
Personnel and theiEl.tive6 are able to cxeftue Subsidieies

2021, 2022
Investrnents in Eq'rity Sh es (3,600.02) (3,600.02)
Advance for purchase of Goods & 18.04 6.77
Amouts p.yable (Net) to related (3,s81.%) (3,s93As)

a) Related Parties have ben identiffed bapd on the declaration received by the manageinenr md other reords available.

Comp€nsation oI Key M.nag€dal P.reonnel oI the Compary:

Key management peEomel are those individuals who have the authonty d responsibility for plming and exercisinS power
to direc{y or indireclly control the activities of the Compay md its employees. The Company considere rhe members of thc
Board of Directore (,hich indude indcpendent directors (and its sub-omittees) ro be key mgemenr persomel for rhe
pu.po% of Ind AS 24 Related Party Disclosure!.

Note 39: Capital ManaSement

Capital Management
The primary objective of the Company's cpital meaSement policy is to ensure that the Compmy complies with extemally
imposed Gpital requirements and maintains shong credit ratings and healthy capital ratios in order to support its business and
to m&imiz sh&eholder value

The structure and males adiustments to it in light of

ln oder to maintain or adjusl the capital
o
I(OTT IT
F - 62 45
/& 2021-22

amount of dividend payment to shareholdeN, retum capital to shareholders or isue .apital smriti6. No cheges have been
made to the objectives, poli.ies and processes from the previous years. However, tlrcy are under constant review by the Board.

t in Lakis

Numerato. Denominator

Capital to risk-weighted assets

74,759.61 4,22,250.06 18.65% 18.607. 0.05%
ratio (CRAR)
Tier I CRAR 6t,025.69 4,22250.06 14.45% 13.58% o.87y"
Tier II CRAR 17,733.92 4,22250.M 4-20yo 5.02./. 4.82v.
Liquidity Ratio

Regulatory caPital consists of Tierl .apital which compris

share Gpital, share prcnium, md retained eamings includinS
.urrent year Profit dividends. Certain adjustments are made to Ind Albased results md reserves, as presaibed by
less accrued
the Reserve Bank of India. The other componot of regulatory capital is Tier 2 capital istr@ents.

Note 40: raii V.lue Measurement

Iair value oIfind.ial instMents notmeasured at fair value

Sci out below is a comparisrr by class, of the carrying amounts and fair values of the Company,s inancial insrMmts
that are initially mesured at fair valuc and subsequenily caded ar mortized cosr in rhe fimncial staremenrs.
< in Lakis

Level

C8h and cash equivalents 1 7,301.97 10358.86 7.301.97 16358.86

Banl Balance other than Above 1 26,838.69 '17,485.65 25,438.69 '17485.65
3 83.58 29.70 83.58 29.70
3 4,m,725_U) 3,47,826.38 4,N,725.N 3,47,42634
Other linancial assets 3 1,338.45 1,2s9.52 1,33845 7,25952
4,36,287.@ 3,a2,9fi.11 4,35,287.69 3,U,9@.11
Finacial Liabilities
Payable 3 385.37 364.4n 385.37 364.40
2 2"2i,564.n L28,322.9 2,23,564.73 2,28,322_9
Borrowin8s (other th debt securities) 2 1,37,944.31 85,26t.O2 1,3t,944_3r 85,267.02
Subordinated liabilities 2 30,014.98 31,987.38 30,014.98 3t,987.38
Other f imcial liabiliti6 3 400.98 't94.82 400.98 794-A2
rinmcial Liabilitier 3,46,310.37 3,46,130.67 386,370,37 345,130.61

valuation techniques

Short-tem financial assets d liabilities

Ior financial cets and financial liabilities that have a short-term matudty (l6s than twetve months), rhe carrying anounts,
which are net of impairment, are a rea$nable approximation of their (air value. Su.h instrumenrs include cash and cash
equivalents, trade re.Eivablet balmces other than cash md csh equivalents, md trade payabl* without a specific marur y.
Such mounts have been clasified as Level 2/L€vel3 on the basis that no adjustments have b@n maale to the balan@s in rhe

Loms dd advan.e6 to .ustomeB

The fair valu.* of loms and re.€ivables arc estimated by discounted cash flow models that in€orporate surnptions for aedir
risks, Probability of default, and loss has Siven default cstimates. Sirce comparable data i5 not available, credt risk is derived
management view, and other information used in its collcclive impaiment modcts.

using a portfolicbased approach, Srouping loans 6

grouPs i.e., type of loan. The Company then calculates
interest rate modcl that incorpo.ates interest rate all significant

F - 63 4{i
& 2021-22

charadenstics of tlrc l(rlm. The credit risk is applied as a top'side adjushnent bas€d on the olle.live imPairment model
incorporatirS the probability of defaults and lGs given defaults.

Finan.ial tiability at mortized .Gt

The fat valu6 of financial liability held to maturity arc (stimated l6ing m effective interest rate model based on $ntractual
cash flows usin8 actual yields.

Note 41: Bjsk Mmagement

The Company's prin.ipal findcial liabilities compris borrowings and trade md other payables. The main PurPGe of th@
finmcial liabjlities is to finance and support the ompmy's oprations. The Company's principal financial assets indude
los, 6tr and @sh cquivalents, and other re.livables that de derived dtectly from its operations. As a 6nan.ial ldding
instihltior! Company is exposed to varioE risks that are related to the lending business ard the operatinS enviroment. The
ptincipal obiective in Company's risk mamgement processs is to measure and monitor the various risks that Company is
subject to and to follow policies and procedu.es to address such risks-

The Conpany's Risk Mamgment Comitte€ of the Board of directors ostituted in accord ce with thc Re*ae Bank of
India regulations has ove.all responsibility for overseeing the implementation of the Risk Mmgement Policy. The committa
meets at least twice in a year to review the Risk Management pra.tices. Risk Management department periodically place6 its
rcport to the committ ,c for rcview.

Risk Management Committee shall be responsible for the followirg:

a) IdentifyinS the various risks ssGiated with the activities of the Company and assGsing their impact on the business.
b) Measuring the risks md suggestinS measure€ to effe€tively mitigatc the risks. However, the primary responsibility for
mmaging the various risks on a day to day basis will be with the heads of the rBpe.tive business rhits of the Company.

The Company is generauy exposed to aedit risk,liquidity risk, and market risk

I) Credit Rilk
Credit Risk arises from the risk of loss that my occu. fiom the default of th€ Company's ostomers under loan agreements.
Customer defaults and irodequate collateral may lead to lom loss€s.

The Company addressB credit risk throu8h the folbwing pro.es*s:

a) Credit risk on a Cold loan is considerably redued 6 ollateral in the form of cold om ents which can be easily
liquidated d there is only a distant possibility of losses due to the adequate margin of 25% or more retained while
disbusinS the loan- Credit nsk is turther reduced through a quick but caretul colareral appraisal alld loan approval pr()cs.
Hene overall the Credit risk is normaly low.
b) Sanctioning Powers for Gold Loans are delegated to various authorihes at branchB/.ontrolling offi€es. Sanctioning
powers is used only for granting loaro for l%ally permitted purpos. The maximum Loan to Value sripulated by the Reserve
Bank of India des not exce€d under any cir(]lmtme.
c) Cold ornaments brought for the ptedge is the pdmary respoNibility of the Branch Manager. Extra.are is talen if the
gold jewellery brought for a pledge by my customer at any one time or mulatively is more thm 20 8m.
d) AuctioN are onducted as per the Auction Policy of the Company and the guidelines issued by the Reserve Bank of
lndia. Auction is generauy conducled before l@n mount plus interest exceds the realizable value of gold. After the
reasonable timc is giv{ to the customers for release after the l(E be.omes overdue and exhausti^g all efforts for pe.suasive
recovery, auction is re6orted to as the last measure in unavoidable cases. Lss on account of auctions are re€overed frcm the
customer. Any excess reeived on auctioc are retunded to the customer.

IEpailment Assessment
The Company is mainly o8a8ed in the business of providing gold loaff. The tenure of the loans generally is up ro 9
months. The Company also provides other seued md tllls{nred loans. The Company's impaiment assment and
measurement approach is set out ir this note. lt shodd be read in coniunction with the Sllr]1mry of siAnifi.mt a.omting

Definition of defautt and.uE

The Compmy oEiders a fimcial instrument as defaulH and therefore Stage 3 (credit-impated) foi Expe.led Credit
Loss (ECL)ca all cases whcn the borrower becomB 90 days past due on its contractual payments. As a pa of a
a customer is in default, the Company also oNiders a
events ocdr/ the Compmy cdefully considers w
therefore assess€d as Stage 3 for ECL calculations
hhr.d0l,lc
4 KOTTAYAU
F - 64 41
{< 2021-22

It is the Compmy's policy to consider a fin cial iEtrumot as 'ared' and therefore re'classified out of Stage 3 when none
of the defau)t oitena have been present for at least ttue col1gutive months. The decision whether to dassiJy m assct s
SiaSe 2 or Sta8e 1 once ored depends on the updated oedit gradg at the nme of the cure, and whether this indi.at6 there
has ben a signifi.ant inoeas€ in oedit risk compared to initial recognihon.

.riteria for loans are as follows:

High grade Stag.1

Standard grade 1.30 DPD Stage 2
Sub-standard grade 31-60 DPD Stage 2
Past due but not impaired 61-90 DPD Stage 2
Individually impaired 91 DPD or More StaSe 3

Exposure at Default (EAD)

The Exposure at Default is e Btimate of the qposure at a tutue default date, @Eidering expecled changes in the
etPosure aftel the rePorting date, including repaymmts of principal md interBl whether s.heduled by contraci or
odrcrwie, etp€cted diawdowns on committed facilitiB, ed a(rued inter6t.

Probability of default (PD)

The Probability of Default is an estimate of the likelih@d of default over a given time horizon. To .al.ulate the ECL for a
Stage 1 loan, the Company 6s6s6 the poGsible default events withh 12 months for the calculation of th€ 12 months ECL.
Ior Stage 2 and Stage 3 financial a*t5, the qposure at default is considered for events over the liretime of the instrments.
The Company uses historical iilomation wherever available to detemine PD. PD is calculated using the Incremental 91
DPD approach considenng fresh slippa8e sing historical information.

A6 at March 31,
2022 m21
2 Stase3 Stase 1 Staee 2 Stase 3
0 Gold ter 1.92% 73.77v. 100.00% 7.89./" 9.490k 1m_m%
11.10% 15-27yo 100.m% 't4.57yo 7457% 100.m%
iii) Kisan Credit 10.00% 30.mv. 100.00%
iv) Mico Finme l-i]6s 100.00% 100.myo 100.00% 1m.00% 100.m% 1m.00%
v) Mortgaged Loan 100.00% 100.m70 100.00% 100.00% 100.m% 100_00%
100.m% 100.m70 100.00% t4.5ty, 14.51% 100.00%
vii) Staff Loan 100.0070 100.m% 100.m%
viii) Other Loans 100.m% 1m.m% 100.00% 1457% 14.57v. r00.00%

Based on the review of macro-economic developments md economi€ outlml, the Company has alsesed rhat no adjustinenr
is requi.ed for temporary overlays to detemine the qualitative impact on its pD,s as ar M
ch 31,2022, and M&ch31,2021.

Loss Given Default GGD)

LGD is the €stimted loss that the Compmy might bear if rhe borrower de(aults. The Company detemines its .eovery (ner
pres€it value)by analysing the re@very trmdr borower rati.& collateral value and exp€cted pro.eeds tuom the sale or m

Mar.h 31,
2022 2021
Stase 1 Stac€ 2 Stase 3 Stase 1 Stae€ 2
i) Gold toan 13.39% 't339% 1339% 72.95% 12_95% t2-95%
100.00% 100.00% 100.00% 1m.00% 100.mPi5 100.0070
iii) Kism Credit 100.00% 100.00% 100.00%
iv) Micro Finan.e lnm 1m.my. 100.00% 100.007. 100.000/0 100.00% 100.00%
v) Mortgaged L(E 27.72% 21_72% 27.72% 19.36vo 1936% 19369;
vi) Rental Loan 1m.00% 100.00% r00.00% 100.m% r00.m% 100.m%
vii) Staff L(E 100.m% 1m.m% 100.mvo
viii) Other Loans -^ 100.m% 100.m% 100.00% 100.m% 100.m% 100.m%

LGD Rates based on the discounted re€overiB in defaulted

ot

=
F - 65 :18
/-a
2021-22

When Btimting ECLS on a couective basis for a group of similar assets, the Company applies the same Fincipl€s for
assessin8 whether there has t,can a significnt inceae in.redit risk sire initial reognition.

Collatelal d othq credit enhan.ements

The mount and type of collateral required to depend on m ass6sment of the cedit dsk of the omterparty. Guidelin6 de
in plae overing the acceptability md valuation of each type of collateral.

The tables on the following pag6 show the mdimm *pGure to.redit risk by .l6s of finm.ial asset. They also show the
total fair value of collateral, y surplus ollateral (the extent to which the fair value of ollateral held is greater than the
expcure to which it relat6) md the net exposure to oedit risk.

The main t ?c6 of €ollateral are as (ollows: -

Management provides gold l()as agaist lhe security of gold. Ihe gold is pledged with the .ompary and bas€d on rhe
€omPany Policy of loan to value ratio, the loan is provided.

M F
a

htarad
4- r(0TTAYA n
*

F - 66 49
/{.
Annual Report 2021-22

Fair value of.ollateral and.redit enhancements held < in Lakhs

Meah 31.2022
B.nk.nd
Seariti6 Eovennent ECLs
guaranles

cash and cash equivalents 7,307.97 7,x1.97 7,ill.97

Bank Balanc€ other tha Cash and
26,Ao,.(f 26,Ail.(D 26,838.69

Lo s (GG3):
i)Gold Loan 3,96,ff0.n 3,96,680.71 123,c05.@ s,19,685.81 1,84O-49
ii) BusinessLoan 507.35 507.35 64.86
iii) Kisancredit 528.56 52-A6
iv) Micro Finance Loans 116.33 116.33 116.33
v) Mo(gage t 6,344.64 - 6,344.64 7,642.27 13,986.91 7,378.06
vi)Rental Loan 16.13 t6.13 16.13
vii) Other Loans 747.52 '\47.52 '147.52
Trade receivables 14.08 14.08
Other rec€ivables 69.50 69.50
Other financial assets 1,338.4s 1,338.45
Tot l finm.ial assets at dortised
4,39,903.93 34,1&.6 6,344.54 3,95,ffi.71 L3o,547.36 5,67,A733A 2,209.36 3,516.25

Financial assets at FVT?L*

Total financial instruments at fait
value throuqh Drofit or lossi
Equity instrument at fair
value throush OCI
Total equity instru ent at fai,
value thrcush OCI
4,39,903.93 34,1$.6 6,344.64 3,96,6&.71 1,30,647.36 s,67,a73.38 2,209.36 3,615.25
Other .omitments
4,39,98,93 34,1&.6 6,344,64 - 3,96,580,71 - 1,{,6A7.36 5,673L33A 2,m935 3,51525

' In.ludinS Equity Instruments &C

MF

o
F - 67 50
rda
2021-22

lairvalue of(ollateral and credit cnhan.ements held

2021
Bdkand
Nel
Seo.iti.s gover@ent
tck
Euanntes

Cash and cash equivalents 16,358.86 16,358.86 14358.86

Bank Balance othe, than Cash and '17,485.65
17,485.65 17,445.65

Loan6 (cros6):
i) Gold L@n 343,278.54 3,43,2t8.54 7,13,778-86 4,56,97.4n 1,1159.80
ii) Business Loan 1,6y-99 '1,634.99 249.94
iii) Micro Finance Loans 147.57 't47.57 147.57
iv) Mortgage Lm 5,806.26 5,806.26 7,748.74 13,555.04 1,124.04
vi) Rental Loan 20.33 m33 19.96
vii) Other Loans r48.m 144.20 148.20
7.37 7.37
22.33 22.33
Other fimncial assets 1,259.52 1,25952
3,45,109.52 33344.51 5,805.26 3,43,214.54 1,21,527.64 s,04,396.95 3,240.37 3,149.s1
Total financial assets at mortised

Finm.ial assets at FVITL'

Total financial in6timent6 at fair
value thrcugh profit or loss*
Equity instrument at fair
vatue through OCI
Total equity instmenr at Iair
value throush OCI
3,U,709.62 33344.51 5,U6.26 3,43,218,54 7,21,527.64 5,&,396.95 3,240.31 3,149.51
Othei .omitmenk
3,45,109.52 33144.51 5,&526 3,43,214.54 1,21,527.54 s,04,395.95 3,240.31 3,149,51

' In.luding Equity Irstrun€nt6 sc

(OTT

F - 68 51
/& 2021-22

Il) Liquidity risk

A$€t Liability Managem€nt GLM)

The table below shows the maturity pattern of the asets md liabilities. In the case of loans, the contiacted tenurd of the gold loan is a mximum of 9 months. However, on
account of a hiSh incidene of prepaymot before contracted maturity, the b€low maturity profile has t€en prepared by the management on the basis of the historical Pattem of
r€payments. In the cae of loas other thm gold loans, the maturity profile is based on ontracted mat'rrity.

of assets d liabilities as on Mafth 31,2022: a in Lakhs

Uptol 1to 2 2to3 3 to 5 months 6 moflths 1 to 3 vears 3to5 Over 5 Not Total
to 1 ved

Cash and cash equivalents 7,30',1.97 - 7,n1.97

BanlBal ceother than '1,073.24 - 26,83a.69
L29O.70 7,708.4 4,U4.46 10,194.77 6,fi1.94 926.74 0.02
Cash and cash equivalents
38,845.51 29,795.75 @,265.17 13a,402-93 7,36,07435 953.59 13,616.24) 44co,725-M

Total 47,220.72 32,065.E5 61973.79 1,42,411739 1,6,272,45 ru5553 926.14 o.o2 G,6\524) 434,ffi5.6
Iiranci.l Liabilities
16,280.76 70,383.17 26,205.40 21,7n36 1,26,7U.61 17,280.94 5,249.98 134.89) 2"23,564.73

Borrowings (other than 7,31,944-31

1q554.97 8,432.07 30,799.89 25,349-15 76,449.32 32,416.4r 3,942.50
Debt Seorities)
Subordinated Liabiliti6 110.15 3,762.04 2,421-53 16,111.01 7,672.45 (4.2o) 30,014.98

Tot.l 14,655.12 24,712.2j 41"183.t6 51,554.55 41,98t.72 1,61,592.55 37,334.45 72,92..43 \425.Wt 3,A5,524.02

rreprcsent3 adiustrnents on a.counl of EIIL/ECL

tlF ac

0llic o
4. (OTTAYAM |rl

F - 69 52
,(. 2021-22

of assets and liabilities a6 on Marh 3L m21: t in Lakhs

Uptol 1to2 2to3 3 to 6mo.ths 6morths 1to3 yeas 3to5 Not Total
month monthg to l vear

ALM'

Cash and @sh equivalents 16358.86 - 16358.86

Bant Balance other than -
532.76 1,921.53 981.91 r,573.43 7,853.67 3,288.24 13U.17 17,485.65
C6h and ash equivalents
v,66A-92 43,272.69 29,312.29 7,72"872.82 873n4.29 @2.37 2.57 13,149.51) 3,47,826.U
Tot.l 94,5@.54 45,194.22 30,294.20 1,14pA5.25 95,757.96 1890.61 1,336.62 Q,149.si 3,AL67O,8

Finecial Liabiliries
5,932.75 3,026.54 5,944.86 'l&619.',I8 35,050.84 7,20,365.82 37,764.86 a,119-62 (505.48) 2,28,322-9
Bonowings (other than 't4,226.M '16,t24.91 85,261.4
13,558.45 737.06 79,245.94 16,077.15 5,297.39
Debt Securities)
Subordimted Liabilities 6,568.9810,479.91 (60.93)
3,995.44 11,m3.94 31,987.N
Total 19,491.20 3,757.A 25,194.U 32345.26 57,744.73 140,43A,45 4A,0(6.19 1E599.53 1566.421 3,45,62659

rEpresents adiustm.nts on account of EIR/ECL

Y
31,lrd
4 KOTTAYAII m

F - 70 53
 2021-22

IID Market tisk

Market Riik is the risk that the fair value or the tuture cash flows o, a financial instrumet will fluctuat€ becaus€ of chan86
in market factors. Such .hanges in the values of fim.ial istMents may result from changes in the interest rates, crdit,
liquidity, and other market changes. 'rhe objective of market risk mamSment is to avoid exessive exposure o( out eamings
md equity to lGs and redu.e ou exposure to the volatitity inhermt in financial iistruments. The Company is exposed to
two types of meket risk d follows:

Interest rate risk is the risk that the fair value of tuture cash flows of a fi]ucial imtrment will fluct@te becaw of changes
in market interBt rates. The.ompany is subiect to interest rate risk, pnmarily since it lends to customers at fixed rates and
for matu.ity pe.iods short€r than the tunding sours. The Mjority of our borrowings are at fixed rat6. However,
borrowings at fl@tirg rat6 give rise to interest rate risk. Interest rates are highly seNitive to mey factors beyond control,
including $e monetary policies of the R@rue Barl of India deregulation of the financial sector in India, domestic and
intcmatiorul emnomi. and politi.al conditions, inflatiorL and other factors. In order to manage interest rate rislr the
.ompany se€k to optimize the borrowing profile between short-tem and long,tem l(Es. The compmy adopt! tunding
strategies to ensu.e diversilied resoueraisinS optiom to minimize co6t and maximize the stability of fmds. Assets and
liabilities are categorized into various tihe buckets based on &eir matuitis md the Asset Liability Management
Committee supewises an interst rate sensitivity report periodically for 6s6sment of interest rate risks. Thc hterst Rate
Risk is mitigated by availing tunds at very competitive rates ttuough diversified bo[owings md for different renures.

The following table demoretratB the sensilivity to a rcasonably possible change in the interest rates on the portion of
borrowings aff€€ted. with all other vadables held coNtant, the profit before tses affected throuSh rhe impact on floating
rate borowings de as {ollows:
{ in Lakhs
Impact on PrcIil before tdes
2021
On Floating Rate Bomwi{Bs
0.5 % increase in interest rates 433.04 292.47
0.5 o/o ddease in inte.est rates 433.04) (?9241)

The Comp y's exposure to price risk is not material.

Note 42: Segment rcportin8

The Company is engaged in the business segmenr of Financin& whose operaring resulrs are regularly reviewed by the
managment to malc d{isions about resources to be allo.ared and to asses s performane, md for which discrere
financial infomation is available. Fu(her other bEiness segments do not exceed the qumtitative thresholds as defined by
Ind AS 108 otr "Operating Scgment". Hence, there are no separare reporrable segmmrs, 6 requi.ed by Ind AS 108 on
"operating Segment".

Note 43: Utilizationof pro.eeds of Public tssue of Non - Converible Debentures

The .omPany has durirg the yea. raised ttuou8h public issue I s173s.62 Lakhs of Seored Redeemable Non-Conveitible
Deb€ntures and I 2,585.26 Lakhs of Subordinated Debt. As ar March 31, 2022 the compmy hd utilized the cntire pro.eeds
of the publi. issue, net of issue qpeBes in accordanco wift rhe objects stated in rhe offer documents.

Note 44: Disclosurc required dper Reserve Bank of India Notifi.atiofl No. DNBS.CC.pD.NO. 265103.10.01/2011-12 dared
March21,m72
<in Lakhs
Prrticular6
zo21
Cold Loans granted aSainst collateral ofgoldjewcllcry (principal portion) 3,96,6a0_n 3,43,218.54
72 4,02"555.16
8526./,

&
0llic
KOTTAYAII
F - 71
/dL
Annual 2021-22

Note 4s: Dis.losures required as per ReseFe Bmk of Ifldia Master Dire.tion Non-Beking Financiat Compay -
Sy6temicaUy lmpoinnt Non-Deposit takin8 Company and Deposit taking Company (Reserve Bank) Direction.,2016
{in Lakhs
sl Amount Amount

I Liabilities:
Lo s ed .dvan.e6* availed by the noa"banking As at March 31,
fif,an.i,l co.lT'atry in.l8ive oI inlerest r..tued
$.reon butnot pai.I -
2022 azl
2,23,927.4 2,28,828.47
: secured
: Unsecured
(other thm falling within the meaning of public
depo6its)
: Perpetual Debt Instrument 675.16 1,381.00

64,6t4.43 29,996.14
(d) Inter'corporare loaE md borrowing
(e) Comercial Paper
(0 other roans (specify nature)
toan hom Directo6/ Relatives ot Dire€tors
Subordinated Debt 29,402.4 29,467.31
Borrowings f rom Banks,TI 67,329.88 55,264_88
Deposit with Barls
*Principal amounts of loaN md advances availed

SI
No. 2022
. B.e.k'up of Loane d Advance6 includirabills re.eivables (otherrhan lhos€
' irduded in (3) below)r -
(indudinS interBt acclued)
(a) s€€ured 4,03,025.35 3,49,A4.80
1,315.89 1,951.09

I in Lakhs

2022 m2t
3 Bt€.} up of Inv8tment6r
Current Investments:
1. Quoted:
(i)sh es (a) Equity
O) Preferen.e
(ii) Debentures and Bonds
(iii) Units of mutual tunds
(iv) Goverment S€curities
(v) othqs Gpeci,y)
2. Unquoted:
(i) shares (a) Equity
O) Prere.ence
(ii) Debentures and Bonds
(iii) Units of mutual tunds
(iv) Govemment Seorities
(v) Others Gpecify)
Long Term Investments
1. Quotedl
(i) shees (a) Equity
.!hl.r.dot,ic
xo
F - 72
55
&(. 2021-22

(b) Preferen.€
(n) Debeniurs md Bonds
(iii) Units of mutual tunds
(iv) Govemment S€cuiti6
(v) othe6 (spe.iry)
2. Unquoted:
(i) shares (a) Equity
(b) Preferme
(ii) Deb€ntures and Bonds
(iii) Units of mutual tunds
(iv) Govement Secuiities
(v)others

< in Lakhs

2021

4
Break-up of Lesed Assets and stock otr hir€ .nd oth€r rssets @tin8 towilds AIC
(i) Le6e assets induding lease rentals unds sudry debtors: -
(a) Iinancial le6e
(b) Operating lease
(ii) Stoct on hir€ indudinS hire chargs uder sundry debtorc

(b) Repossssed Assets

(iii) Other ll)ffi .ounting towards AIC activfties
(a) L,oatr where assers have been reposE€s*d
(b) Loas o$er than

Cldsification ofAssets Finan.ed.asin 51No. (2) dd

2022
CateBory

(a) subsidiaries
(b) Compani6 in the same grcup
(c) Other related partis 698_77 698.V
2. Other than rel.ted parti€s 3,9,108.04 918.19 4,ffi,026.23
Total 3,9,806_a1 918.19 4,N,725.U)

i ir Lakhs

Calegory

(a) subsidiaries
(b) Compmies in the same sroup
(c) Other related parties
2. Other than related parties 3,46,440.96 1,385.42 3,47,826-38
Total 3,45,444.95 1,3E5.42 3,47,4263A

KOTTAYATI

F - 73
/< Annual 2021-22

6 Other tnfomation a in Lakls

20n
(i) Gross Non-Performing Assets
(a) with Related parties
(b) With Othere 5742.29 4$2.tl
(ii) Net Non-Performins Assets
(a) With Relad parties
(b) With Others 35n.88 275791
(iii) Assets acquired in satisfaction of the debt
(a) With Related parties
(b) with Others

7 Details of lhe Auctions @rducted vrith respect to Gold Lod

The Compmy auctioned &,167 loan accounts (March 31, 2021: 1,087 acounts) during the financial year. The outstading
dues on the lo acounts were i 31,398.25 Lakhs (March 31, 2021: I 614.34 Lakhs) till the resPective date of auctior. The
Compmy realised I 2&469.38 Lakhs. (March 31, 2021: a 43230 Lakhs.) on auclioninS of gold jewellery taken as .ollateral
security on thes lom. Comp y @nJirm that none of its sister concem Parti.iPated in the above auctions.

8 { in L.Ihs

2g22 2021-
i) CRAR(%) 18.65% 18.$%
ii) CRAR-Tier I capital (%) 74.45y. 13.58%
iii) CRAR-Tier II .apital (%) 4.myo 5.O2%
iv) Amomt of subordinated debt raised as Tierll capital 76409.45 77,19434
v) Amount raised by the issue of Perpetual Debt tnstments duing the y€r
vi) Amount raised by the issue of Perpetual Debt tnstMmts 565.00 1,190.m
vii) Perentase of PDI to Tier I Capital o93% 2.38%

E b) De;vatives I in Lalh6

2022
(i) The notional principal of swap a$eements
(ii) Losses which would be incurred if counterparties failed to fulfit their obligations
under the agreements
(iii) Coltateral required by the NBFC upon entering into swaps
(iv) Con entration of.redit risk arising from swaps
(v) The fair valueofthe

interest rate (IR) derivatives

202,. 2021

{in Lakhs

2022 2021
i) Disclcue relating to se.uritization

MF
o
4
= (0TTlYAlt m

F - 74
& 2021-22

Ass€t Liabitity Manrgement

of.ertain items of assels ddliabilities t in Lakls

1 to 30/ 31 Oeet 2 Over 6
Over 1 Ye.r ovei 3 to 5 Over 5 Total
A. at 31.O3.m22
to2 to3
year TO ALM
to l to 3 year

Liabilities
Debt Se.urities 15,2ffi.16 10,383.17 26,205.40 21,773.36 1.,26,754.61 17,280.94 5,249.98 (352.89) 2,23,564.73
Subordinated Liabiliti6 110.15 - 3,762.04 2,421.53 16,111.01 7,672.45 (62.20) 30,014.98
Borrowings (other thm debt
14,554.97 8,432.07 3t),799.89 25,349.15 16,449.32 32,416.41 3,942.50 1,31,944.3"r

Foreign Currency Liabilities

3&845.s1 29,795.75 60,26.11 7,38,402.93 1,36,078.35 953.59 -3,616.24 4,00,725.N

Investments (other than invatrnent in
the foreign subsidiary)
Foreign Curmcy Asets (lnvetmenr
in the foreisn subsidiary)

*Contracted tenure of the gold l@n is a mximum of 9 months. Howcver on account of the high incidence of prepayment before contracted maturify, the above mturity profile has

i+rcpr.'*nts adjustments on a(ount of EI&TCL

F
E

o
YAt nt

rt

F - 75 58
 2021-22 I

1b 30/ 31 Ovet 2 Over 3 Over 6

Over l Year Over3to5 Over5 Total
A6 at31.m.m21
to3
(one month) to 2honths to l year to3y.
Liabiliti€s
Debt Secuities 5,932.75 3,U654 5,948.86 18,619.18 31050.84 7,20,365-A2 37,7U.86 8,779.62 (sos.48) 2,X,32L99
Subordinated Liabilities 6568.98 3,995.48 11,003.94 70,479.91 (60.e3) 31,94734
Borrowings (other rhan debt scclrities) 13,558.45 731.06 79,245.98 74,226_M 76,124.91 t6,on.'15 5,297.39 E5,261.02
Foreign Currenry Liabilities

n,66a.92 43,272.69 29,372.29 r,12"a12.82 A73U.29 4237 2.51 (3,149.51) 3A7,A253A

Invetments (other than investment in
the foreiSn subsidiary)
Iorejgn Currmcy Assets (Inv6tment
in th€ foreisn subsidiary)

*Contra.ted tenure of the ben

Sold loan is maimum of 9 months. However, or account of hi8h incidence of prepaymmt before contracted maturity, $e above maturity profile has
prepared by the management on the basis of a histori@l pattern of repaym&ts. In the case of loans other than gold loans, the maturiiy profile is based on.!rn!'acted matuity.

Frepresents adjustments on account of EI&ECL

t'il F

0llic o
=4, KOT]AYAM m

F - 76 59
,t( 2021-22

to Real Estate Sector I in Lakis

Category
2022 2021
a) Die.t expGuie Net of Advances Irom CustomeN)
(i) Residential Mortgages -
Lending tully secured by mortgagB on rBidential
ProPe.ty that is or will be o€apied by the bouower or that is rend:
(ii) Comner.ial Real f,state -
Lending serued by mortgaSes on cl)mmercial real estates (office buitdingr retail space,
multipurpose commercial premises, multifmily rBidential buildings, multi-tenanted
commercial premises/ industrial or warehouse space, hotelr land acquisitio& development,
and costructiory etc.). Exposure would also indude non-tund b6ed (NIB) limits;
(iii) Inve6tn€nts in MongaaeBacked Setrities (MBS) and other
securitized exposutes -

b. Comercial Real Estate

Tot.l Exposure lo Real Estate Se.tor 0.00 0.00

< in Lakls
Maich
2022 x21
, Direct invBrment in equity shares, convertible bondr convertible debotures, and units
of cquity-oriented mubal tunds the corps of which is not excluively invested in

ii) Advances agairet shdes,/bonds/debentures or other securities or on dem basis to

individuals for investment in shares (including IPOS / ESOPS), &nvertible bondt
convertible debentures, and Nits of equity,onent€d murual firds
iii) Advd.es for any other purposes where sh 6 or @nvertible bonds or convertible
debentures or units of equity oriented mutual funds are tato as a primary sority
iv) Advances for any other purposes to the extent secured by the collateral secrity of shares
or convertible bonds or convertible detenhrrB or mits of equiry-oriented murual tunds
i.e. where the prinury security other fim shares / converrible bonds /converrible
debentures/uits of equity{riented murual tunds does not tully cover rhe advances
v) Secured and unse€lred advmces to stockbrokers and guarmt@s issued on behatf oI
sto&brokers and mdket makers
vi) Loans smctioned to corporates against the Eecurity of sharcs ,/bonds/debenrur6 or otter
securitiE or on clean ba* for meeting promorer's contribution ro rhe equity of new
ompanies in anticipation of raising rsources
vi, Bddge loans to compmies agaimt expected equity flows /issues
viii) All exDosurcs lo Venture Capital Funds (both reeistered
Capitat Meket! 0.00 0.00

iii) Details of finan.insof Parent compmy proalucts

iv) Details of Single Eorower Limit {SGL)/ croup Borower
Linit (GBL) ex.eeded by the
v) Total anountof adve(es for which intangible se.urities
such as char8e over the nghts,li.enses, autho;ty, etc. have been
talen md which i6 to be (lassified as Unsecured Advd.es

MF
?o & cocHlrl
0t,ic
XOTTAYAM m

F - 77
it( Annual Report 2021-22

8 0 ReAiskarion obtained from financial se.tor regulatos

The company has obtained a @nificate of .egistration dated December 19, 2013, bearing regishation no. B,
16.00117 issued by the Reserve Banl of lndia ("RBI") to @rry on the activities of a non-bant<ing financial cmpany
without accepting public deposits mder Seclion 45 IA of the RBI Act, 1934.

The company holds a ful-fledged money changers license bearing li@Ne nunber FE. CHN.IFMC.4{2006 dated
February Z 2m6, issued by lhe RBI which is valid up to February 28, 2023. Curredy, Company has 62 authorized

The company holds a Certifiote of Registration dated March 30, 2016, bedinS Registration Number - CA0179
issued by IRDA to comence/carry business in the capacity of a Corporate Agent (Composite) under the
Insurance Regulatory and Development Authority Act, 199, renewed up to 31, March 2025

The ompany holds a C€rtificah or ReSistration dat ed May 22, 2019, beanng registrarion nurber IN-DP-415-2019
issued by the SEBI to act as DepGitory Participmt in telm of Regulation 20 of the Securities and Exchange B@rd
of India (Depositories md Participants) ReSulatiom, 1996.

The ompany has obtained registration with Finecial Intelligen.€ Unit - India (IIUjND) and was GiSned
registration No FINBF12988.

Our Company has obtained reSistration with LeSal Entity Identifier India Umited (LEIL) d was assigned a LEr
Code' $58mF7BYBNG38B4A84.

The c()mpmy hd obtained registration under the G@ds and Service Td Acr, 2017 for varioE Srares as below

SL No STATI CSTIN
1 ANDRAPRADESH ATZQ
37 A,ACCK4277
2 DELHI O7AACCKA2N ATZT
3 GUJARAT 24AACCK42NA7ZX
4 KARNATA(A 29AACCK4277A1ZN
5 KERALA 32AACCK4277 AJZZ
6 KERALA(ISD) 32AACCK42NBZ\
7 MAHAIiASHTRA 27 AACCK4277 A1ZR
8 PUDUCHERRY 34AACCK42N ATZW
9 TAMILNADU 33AACCK42T AtZ\
10 TELANGANA 36AACCK4277 A\ZS

8 g) Penalties levied by the above Regutatorc Nil

MF l

thlrr.d0t o
4- XOTTAYAM m
a
*

F - 78
61
r(& Annual 2021-22

th) Credit
Outstdaling Ratir8 ai on
Rati"a
!a.ilities Ratin8 Delinition
Raled Mar.h 31, Ma:.h 31, Mdh 31,
2022 2022 2021

CARE
7,435.47 CARE BBB
6Z5m.m BBB+
CARE I ARE Triple
ICARE Bl Instruments with this
2,478.59
Debt 2,500.00 Triple B+l rating are considered
7,75,469.N
3,19,500.00
India IND IND regardin8 timely
Ratings & 75,965.94 BBB+IIND BBB[IND seBicins of financial
Debt 20,5m.00
TripleB+l Tiiple Bl obligations. Such
Bank Facilities
1,00,000.m
mode.ate .redit risk.
Modiriers I'f'(plus) /
78,275.7s
83,000.00 '-"(minu)) reflecl the
BWR BBB+ BWR BBB+
@mpeative st ding
Ratings s,382.20 lBwR lBwR Triple within the category.
Debt 2m0.00 Triple B+l B+l
'I,31,944.31,
1,50,m0.00

Sl Break up 01 ?rovisions rnd continSen.ies shown uder the head Expenses in

No. the Statemetrt of ?rcfil ed Loss 2022 2021
1 Provisios fo. depreciation on Iiv6tment
2 Provision towards NPA {Expected C.edit l,oss) 466.73 512.O3
3 Provision made towards InremPTaY 2725-57 3,070.73
4 Other Provision and Contingencies (with details)
Provision for Gratuity 61.33 64.83
Provision for Other Assets 102.18 220.75
Provision {o. kave Encashment

Con(enhation of Advances tin Lakhs

sl
No. 2022 202t
1 TotalAdvane to twenty largest borrowers 6,n9.49 6,9903r
2 Percentage of AdvanG to twenty largest borrowers to Total Advances of the NBIC 7.67v. 't.99%

8 < in Lakis
sl March
No. 202 2021
1 Total Exposures to twenty largest bonowe.s/clstomers 6,739.49 6,9,0.87
Percentage of Exposures to twenty laigest borowers/Customers to Total Exposues
2 1-67% 7.9%
of the NBFC on borrowe6/Customers.

81) Concenttation of NPAS < in Lakhs

SI
No.
1 Total Exposues totop four NPA accounts 3,033.72 2"635.8

&

xoTttYA
F - 79
(K ffi**tr 2021-22

8 n) Se.tor-wi6e NPA3 lin Lakhs

Per.rtage of NPAS to Trral
Perceniage oI NPAS to Total
sl Advm.es in that sectoi as
Advarces in that 6e.tor ar on
No.
Mai.h 3t, 2022
1 Agri.ulture & allied activities
2 MSME
3 Corporate borowers 94.93% 66.47./.
4
5 UMred peMnal loffi
6 Auto l(]lN (@mercial vehides)
7 t.79v. 1-62yr

8 MovementofNPAs < in Lalns

sl
No.
(i) Net NPAS to Net Advmc (%) 0-95% O-a6%
(ii) Movement of NPA5 (Cross)
(a) opening balanc€ 4,642.11 4,330.32
(b) Additions during the year 2,$8.?9 '1,362.28

(.) Reductios duin8 the yed 908.11 1050.49

(d) Clo6ing balance 5,74229 4642.71
(iii) Movement of Net NPAS
(a) opening balan.€ 2,757.91 2,880.76
(b) Additioru duins the year '1,465.1O 668.58
(c) Reductionsduring drc year 699.13 797.43
(d)Closing balan e 3,523.88 2,7s7.97
(iv) Movment of provisioE for NPAS (exduding Provisions on Standard Assets)
(a) openins balance '1,884.20 '1,449.56

O) Provisions made during the year 543.19 693.70

(c)Writeoff / wdte -back of erceEE provisions 208.98 259.06
8.41

Addition, ReductioB to NPA (Gio66 ard NeO stated above duina th€ yed a,€ bar€d on year-end figEs.
6o) OveBed A$et5 as at Mar.h 31,2022

The Company do€s not have ay joint venture or subsidiary abrca4 hence not applicable.

8p) Ofi-bal .e Sheet SPv6 sl,onsor€d

Th€ Company has not sponsored my off-balanc€ sh€€t SPV which are required to be consolidad a per accounting

{ in Lakhs
sl
No.
1 No. of complaints pending as at the beginning of the yee 3 3
2 No. oI complaints recived duing t]te year 8 t2
3 No. of complaints redressed during the yed 6 72
4 No. of €omplaints pendins as at the end of the vear 5 3

0t,ic
KOTTAYAU

F - 80
/< 2021-22

Note 46: D;.losure pu6uarr ro Rese e Bank of Indi, notifi.ation DOR (NBIC).CC.PD.No.109 /22.10.106/2019-20 dated 13 Mar.h 2020 pertainin8 to Asset Cl.ssification

Appendix
Template Ior Dk.losue in Notes b finan.ial Statemeflts
,{. rt M,r.h 31 . 2022
Differen.e between
Net
Carrying IndAS 109
A$€t Classifi.ation s pe. RBI Nomrt C"r"yr"g
p.r II{ACP prcvisions and
per Ind AS109
per tnd AS Ind AS 109 IRACPnoms
(1) Q) (3) (4) ls)=(3)-14) {6) (7t = (at-Gt

Stage 1 3,n388.6 t,323-t9 3,76,064.86 1,s09.55 (186.36)

Standard '16,945.45 244.42
Stase 2 12303.08 377.63 69.21
Subtotal 3,94,691.73 \640.42 3,93,050.31 \s74.76 52,06

Non-Perf oming Assets (NPA)

Slasc 3 1,870.56 269.74 1,AO$2 187.05 82.69

Doubttul - up to 1 year Stage 3 s40.78 to9.t6 431.62 116_51 (7.3s)

Stage 3 947.',14 665.39 347.55 (71.80)
Stasc 3 1,683.51 395.78 1,247.73 860.99 /\465.2r)
740.69 2344.74 1,325.05 (s44.36)
Subtotal for doubttul 3,165.!t3

Stage 3 4,614.12 924.v) 3,6A9-13 4,614.12 (3,689.13)

9,550.11 1,97542 7,674.69 6,125.22 (4,r50.80)

Other it{rm such as guaranteet loan commitments, etc. which are in StaAe 1
the s€ope of Ind AS 109 but not covered under affent Income Stage 2
RecoBnitio& Asset Classi6cation, and Stage 3

Stase I 3,77,3€A.05 1,323,19 3,76,M4.85 1,509.55 (185.35)

Stage 2 12303.06 317.63 16165.45 69.21 248.42
Total 1,975.42 7.574.69 6,12622 (4,150.80)
Stase 3 9,550.17
Total 4,04,341.24 3,51524 4,@,725.N 7,7M.94 (4,088.74)

I(OTTAYAM

F - 81 64
/,
rtE X6.lrl.tt.m
Ftn.n.e Ltd. 2021-22

Appendir
Template lor Dis.los@ in Nots to rinmdal Stalements
As at March 31, 2021
Differen.e betwe.n
Net
Carryirg IndAS 109
Asset Classification as per RBI Nonns Canying
peTIRACP ptovisions md
per IndAS 109
IndAS 109 IRACI'norms
(1) t2t 13) (4) (s)=(31(4) (5) {, = (4X5)

Stage 1 3,11,238.13 1,085.59 3,to,752.54 r,154.77 (69.18)

Stage 2 31,648.29 397.79 31,297.10 106.32 290.87
Subtotal 3,42,926.42 7,482_74 3A1,U3.64 1,261.09 221,69

Non-Peffomine A66et! NPA)

Sta8e 3 L021.3s 339.81 1,681.54 206-26 133.55

Doubtful-upto1year Stage 3 206.70 101.89 104.81 104.91 (3.O2)

Stage 3 '\26.6 83.89 42.79 89.69 (5.80)
Stase 3 1,672.60 315.82 1,296.78 808_55 149?.73)
Subtotal for doubdul 1,945.94 501.@ 't,44434 1,003.15 (s01.5s)

Stage 3 4,082.\4 825.32 3,256.42 4,482.11 (3,256.82)

4,049.47 1,555.73 6342.74 5,291.55 G,524.821

Other items such s guarantees, loan commitments, etc. which are in Staqe 1

the sd)pe of Ind AS 109 but not covered under currcnt Income Staqe 2
Re.oAnitiory Asset Classi{icatiorr and Provisioning (IRACP) norms Stage 3

Stas€ 1 3,1,1,234.13 1,085.59 3,1O,152-54 1,154.77 (69.18)

Stage 2 31,68a.29 397.79 37,291.10 105.32 290.47
Stase 3 4,049Jlz 1,66.73 6,N2.74 5,291.55 (3,524.a2)
Total 3,50,975.69 3,149.51 3,47,42634 6,552.64 (3,403.13)

IND A5 ECL to RBI IRACP Norm md hene therc is a iransfer made to impairment of a 685.61 Laktu (March31,2021: {811.71 Lakhs)
has approved the ECL Policy in its meeting held on May 21, 2022

F - 82 65
,l(' Annual Report 2021-22

Note 47: Prvision for the impact oI COVID-19

The 'severe aclte rEpiratory syndrome coromvirus 2 (SAR$CoV-2)', generally known 6 COVID-19, which was dedeed 6 a

Stobal pandemic by rhe World Healrh Orgmietion on 1'l Mar.h 2020, continues to spread across the globe and in India
Globally countries and businssg e under lockdown.

India entered rhe second year of the pandemi. to8ether with the rest of the globe. The begiming of the year rang in Positivity,
with dedinin8 daily cas6, the hope of the vaccines arcund the .omer, and the successful mam8em4t of the firet wave of
Covid-19. Busin€lses started pi.kirS up, and aoo6s !€ctors/ reports started coming in from comPanies touchinS Pre-covid
levels. Howcvet the much dreaded smnd wave of the oromvirus came irr bringing with it more deadly vdimts 6
@mpared to the previous cyde. \ /hile the @untry felt it was geded to tackle this, this cl)uld not be further ftom the truth on
the ground. Howeve., since the mjority of our loan book omists of gold loans the.e hs no siSnificant imPact on the
operatiore and financial position of the Compmy on account of the outbreal of the COVIDI9 Pandemic, durinS the Penod.

Reefle Bar-k of tndia has announced certain regulatory measues in the wake ol the dis.uptioN on acout of the COYID-I9
pandemic. ln a..ordane with the RBI Suidelines ,elating to the CO\IID-19 Regulalory Package, the lending ihstitutios havc
been p€mitted to grant a moratorim on payment of all instalments md/or inter6t, as applicable to eliSible boirowers in
accordance with the Board approved policy. The @mPany has not availed dy moratorim from the lenders. In acordd.e
with the regllatory pa.ka8e amomed by the R@Ne Bank of Indi4 the .omPmy has offercd an oPtonal moratorium to
eligible orstomers. As per the guidelinB issued by the Resewe banl of India on August 06, 2020 & May 05 2021 regarding the
Resolution frmework for Covid-19-related stresr the lmdinS iNtitutions have be€n permitted to implement a resolution plan
in respe.t of eligible borrowers in accordance with the Bo d approved policy. Since the majority of our ctomers are short-
term-gold lo ctomers md other eligible ostomers also were not there, the number of acounts where the resolution ptan
has been implemented under this window is'NlL'.

Note 4€: PEvious Year ligur€8

Previous year figl]res have been re$ouped/redassified/readi6te4 whsever neessary, to conform to the ofrent year's

Ior ed on beh.lf of the Eoad of DiE.toB I As per our report of €ven dat€ atra.hed

L-
Laila Mathew For SGS & Company
C om Managing Director Wholeiime Director Chariered Accountants
N:01286073 DIN:01286176 lirm Reg No. 0098895

dil rA*{
Annamma Varghese C Sreenath Palakkattillam CA Sanio N.G, F.C.A., D.I.S.A. (ICAI)
Chief Financial Of6cer
Mcmbcrship No.211952
UDIN: 22211952AI2BSF9021

EC

Date: May 27, 2022

hM
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66
F - 83
 SGS&COMPANY
efarrk"d zflccaaafaafo

INDI,PENDENT AUDITORS' REPORT

To The Membels of,

Kosrmattam Finance Limited

CINr tr65929KL1987PLC004729

Rcport on lhe Audit of the FiDAncirl Statem€nts

Opinion

We have audited the accompanying Financial Statements of Kosamsttrm Finsnce Limited ("the
Company"), which comprise the Balance She€t as al March 31, 2023, the Starement of Proflt and Loss
(including Other Comprehensive lncome), the Staternent of Changes in Equity, Stalement of Cash flows
for the year then ende4 atrd notes to the Financial Stalements including a sunmary of significalt
accounting policies and oth€r explanatory information ("Financial Statements').

In our opinion and to $e b€st of our information and according to the explanations given to us' the
aforesaid Financial Statements, give the information required by the Compades Ac! 2013 ("the Acl') in
the manner so required and give a true and fair view in conformity with the Indian Accomting Standads
prescribed under section 133 of lbe Act read with the Coopanies (lndiarl Accounting Standards) Rules,
2015, as amonded ("Ind AS") ard other accountirg principles generally ac.epted in Indi4 of the state of
affairs of the Company as at March 31, 2023, alld its profit (including other comprehensive income),
changes in equity and its cash flows for the year Ended on that date.

Basis for Opinion

We conducted our audit itr accordance with tie Standards on Auditing (SAs) specified under section
143(10) of tle Act. Our responsibilities under those standards are further described in rhe Auditor's
Responsibilities for the Audit of the Financial Statements s€ction of our repon. We are independent of the
compaly in accordance with the Code ofEthics issued by the lnstitute of Charterod Acc.uDtants oflndia
oCAD together wifi the ethical requirenents thal are relevant to our audit of the Financial Statements
under the provisions of the Act ard the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in acmrdance with these requiremenls and the ICAI'S Code of Ethics. We believe tlat the
audit evidence we have obtained is sulficient and appropriate to provide a basis for our opinion on the
financial statements.

Key Audit Mrtters

Key Audit Matters are those matters tha! in our professional judgement, were of most significance in
our audit ofthe Fim,lcial Staternents ofthe current financial yem ended 31.3.2023. These matters were
addressed in the context ofoul audit ofthe Financial Statements as a whole and in formr-og our opinion
thereon, and we do l1ot provide a s€parale opiniofl on these malters. We have detemined the matters
described below to be the K€y Audit Mattors to be commrmicated in our rcport. We have fulfilled the
.osponsibiliti€s described ia the Auditor's responsibilities for the audit of the Financial Statsmerts
section ofour reporl including in relation to these matters.

H.O. :)0657/8, CA'MED Tower, Pallikulam Road, Near Chaldean Cenlre, Thrissur- 680001 a
PH.r (O ) 0487-2446109, 2425420, e-mail: mail@sgsandcompany.com, web.: sgsandcompany.com
Branches
Kochin r Grace Nest, Near Park Central Holel, Kadavanthara Road, Kaloor, Cochin - 682017, Ph : 0484 4011990
Chennai:A-15,BenFoundation,OrchadwestEnd,NearVelammalMatriculationSchoo,
J,S-^liqhnd Naqar, [,4oqappair Easi. Chennai - 600037
Caticur tts5f$, ua'ly Bhavan, Behind SNES College, Near4th F -Gale,
84 Therveed Lane, Calicut - 673032
 Accordirgly, our audit included the performalce ofprocrdues designed to respond to our assessment of
the risks of rnarerial misstatemer of fte Financial Statements. The rcsults of our audit prcc€dues,
including the procedures perfonned to address the maJtos b€low, provide the basis for our audit opinion
on the accompanying Financial Stdements-

K€v Audit Metters Audit Procedurca rdopted

l. lnleres hcome on Gold Loans: Interest on we assessed the Company's process on interest
Cold toa[ is based on the various gold loalx income computation. Our audit approach
schemes lauDched by the Compal1y. The consisted teslirg of the design ard operatirlg
calculatlon of interest on gold loans is as per the effectiveness of the intemal contols and
applicable schernes, which specifies interest and subsunrire testing as follows. Since the ent e
penal i erest for delaye-d parments. Due to interest computation is system driver\ we
hug€ oumber of schemes and involvernent of . Evaluated lhe design of intemal canEols
complex calculation. we have considered this as rclating to interest income computation.
Key Audit Matter- . Selected a sarple of continuing and new gold
loar schenes and tested the opsaling
with Statement of
(Referenc€ to Note 23, read effectiveness of dle intemal colaol, relating to
Accountilg Polices Note 3.1 to lhe Financial intercst income computation. We carried out a
Statements) combination of procedures involving inqurry
and obsen/atio[ rnspection of evidenct in
respect of operalio[ of these crnhols.
. Performed analytical procedures and t€st of
detail procedures for testing tho accuracy of lie
revenue recorded.
. Tested the relevatrl informatiotr technology
systerns' acc€ss and change nranagernent
conEols relating to interest income computation
and related informatiofi us€d in ilterest
computatioa.
. Obtaircd the li$ of modifications made in the
intercst scheme master during the year aad test
checked the same on samplo basis.

2. Allowances for expected credit losses We have examined the policies approved by the
('ECl,'): As at 31 March 2023, sigrificant Board of
Drectors of the Company tlEt
judgement is used in classii,ing loan assets and articulqte the objoctives of mmaging each
applying appropriale measuremefit prirciples- portfolio and their business models. We have
ECL on such loan assets measued at amortised also verified th6 methodology adopted for
cost is a critical estimate involving greater level computation of ECL ('ECL Model') that
of management judgement. As part of our risk addresses policies a Droved by the Board ol
assessment, we determined that the ECL on Direclors. procedures and controls for assessing
such loan assets has a high degee of estifiation and measuring credit risk on all lending
uncertainty, with a potential range of reasonable exposrues measuned al amortised cost.
outcomes of the financial stalements. The Additionally, we have callflrmed that
elerrents ofestimating ECL which involved adjustnents to the odput of the ECL Model are
increased lerel ofaudir focus are lhe following cousistent with the documente-d rational€ and
Qualitative and quantitative factors used in basis for such adjustnetrts alld that the amomt
gC

2 | Page P

F - 85
stagiq the lo assets measured at amortised of adjustmerts has been approved by the Audit
cost: Comnittee ofthe Board of Directors. Our audit
. Basis used for estimating probabilities of procedures related to the allowanc€ for ECL
defaulr (PD), loss giver default ('LGD,) and included the following, among oth6s:
exposure at defadt ( EAD') at product level wilh
Past fends; . Assessed lie accounting policy for impainDent
. Judgements used io projecting ecooomic of frnancial assets and its compliarce wilh lnd
scsturios atrd probability w€ights applied to AS 109.
reflect future eco[ornic conditions; and . Obtained an underslandilg ofthe Company's
. Adjustments to model driven ECL results to Expected Credit Loss (ECL) calculation and the
address emerging tr€nds. urderlying assumptions.
' Tested the key controls over the assessment
Hence. we have considered lfie ostimation of and ideotification o{ sigtrificant increase in
ECL as a Key Audit Matter. credit risk and staging ofassets.
. Sample testing of the accuracy aod
(Refererce to Note 7 ad Note 27, read with appropriateness of information used in fhe
Stat€rnent of Accounting Policies Note 3.6 to esimation of Probability of Default (PD) and
the Financial Statements) Loss Given Default (LGD).
. Tested lhe arithmetical aocuracy of the
computation of PD and LCD and also
performed analyical procedures to veriry fie
reasonableness of the computation.
. Ass€ss€d the disclosure made in .€laiion to Ind
AS 109 for ECL atlowance. Fufiher, we also
assessed whether the disclosure of key
judgements ard assumptions axe adequate-

hformation Othcr ihan tha Finstrcisl StxJements .lld Auditor's Report Th.non

The Company's Board of Directors is responsit{e for the other information. The other irformdion
corhprises the inforrnation included in fie Colnpany's Armuat Report, but does not include the Financiat
Statements and our Auditors' Report thereon.

Our opinion on the finercial statements does not cover ihe odrer information and we do not
express aDy fomr ofassfance conclusiot tiereon.
ln connection with our a[dit of the fina[cial statements, our responsibility is to read the o&et
information and, in doing so, consider whether the other information is materially inconsistent widl
the Enancial stdem€nts or our howledge obtained during the course of oul ,udit or othervrise
app@rs to be maferially misstated.
If, based on the work we have performe4 we conclude that there is a material misstaternellt of this
odler idomatior! we are re4uired to report thal fact. We have nothing to rE ort in this regard.

Responsibilities of Manrgement and Those Chrrged with GovcrnsBce for the Finrncid StatemenB

The compaiy's Board of Dircctors is reE onsible for the maftsrs stat€d in Section I 34(5) of the Act with
respect to preparatioi ofthe linancial StatemeDts that give a true and fair view ofthe financial position,
gc

3 I Page

F - 86
financial performanc€ (including other comprehensive iocome) changes in equity and cash flows of the
Compa[y in accordance with the ac-tounting principles generally accepted in India" including Indian
Accounting Standard (lnd AS) prescribed under section 133 of the Act. This responsibility also includes
maintenance of adequate accountilg records in accordance with the Fovisions ofth€ Act for safeguarding
the assets of the company and for preve[ting ald detecting ftauds and olher irregularitie5 selection and
application of appropriare account g policies; making judgments and estunates thal are reasonable and
prud€nt; and th€ design, implementalion and mahlenance ofadequate intemal financial controls, that were
operating effectively for ensudng the accuacy and completeness ofihe acmuntitrg records, relevant to the
prepamtion and prcsentation of the Financial Stalements that give a true and fair view and arc fre€ ftom
Baterial misstatement, wheth€r due to ftaud or enor.

ln preparing the Financial Statements, $e managernent is responsible for assessing the Company's ability
to continue as a going concerq disclosing as applicablg malters related to going concem and usilg the
goirg corcern basis for accomting ur ess management either intends to liquidate the Coinpany or to cease
op€mtions, or has 1ro realistic altemrtive bui to do so. The Board of Dtecto6 are also responsible for
overseeing the company's fitrancial repoftiflg process.

Audiaor's Responsibilities for the Audit ofthe Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as o whole arc
fie€ from material misstatem€nl whether due to ftaud or error, and to issue an auditor's report that
includes our opinion- Reasonable assuance is a high level ofassurance, but is not a guarante€ that an audit
cotrducted in accordance with SAs will always detect a malerial misstatement when itexists.
Misstalements can adse from fiaud or error and arc considered material i{ individuatly or h the aggegate,
they could reasonably be exp€cted to hfluence the economic decisions of the users taken on the basis of
these Finatrcial Statements.

As part of an audit in accordance with standads on auditin& we exercis€ pofessional judgment and
maintain professional scepticism lhroughout the audt. We also:

ldentifo and assess the risks ofmaterial misstatement of the Financial Statements, whether due to
ftaud or ermt design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and apFopriale to provide a basis for our opinioL The risk of not
detecting a material misstatement resultitrg ftom fralrd is higher than for one resultirg fiom error,
as fraud may involve collusior\ forgery, ifltentional omissionq misrepresentatons, or the override
ofintemal confol.

Obtain an understanding of the inrernal contol relevant to the audit in o.der to design audit
procrdures thal are appropriare io the circunstances. Und6 section 143(3)(i) of the Act, we are
also responsible for expressing olrr ophion on whether the company has adequate intemal
financial conaols with refereDce to Finarcial Staleinsnts in plac€ and operatirlg effectiven€ss of
such co[trols.

Evaluare the appropriateness ofaccounting policies used and the reasonableness ofthe accoundng
estimat€s and relaled disclosures rnade by the management.

Conclude on the appropriateness of the managernent's use of lhe going concem basis of
acrounting and, based on the audil evidence obtained, whethfi a material unc€rtainty exists related
to events or conditions that may cast significant doubt on the Company's ability to continue as a
going concem. If we conclude that a malerial uncstainty exists, we are required to draw attention

ac

4 | Page cocl{N
c &.

F - 87
o
 in our auditor's repo.t to the relaled disclosures in the Financial Stateme s or, if such discloswes
are inadequate, to modi! our opinion. Our conclusions are based on the a[dit evidenc€ obtaircd
up to the date of our auditor's report. Howev6, future events or conditions may cause the
Company to cease to cootinue as a goirg concem

Evaluate the overall presentatio& structure and cantent of the Finaocia.l Staternents, including the
disclosures, and whether the financial statemelt represents the underlying transactions md events
in a mlnner dlat achieves fair presentation.

Matdiality is the magnitude of misstaternerts ir the Financial Statements lha! individually or in aggegate,
makes it p.obable that th€ economic decisions of a reasonably knowledgeable user of ihe Fiiancial
Stalcments Inay be iDlluenced. We consider quantitative rn reriality and qualitative faclors in (i) ptaming
the scope of our audit work atrd in evaluating &e results of our work; md (ii) to evaluate the effect of ant
id€ntifred misstatements ilr the Financial Statements.

We comrnunicate wilh those charged with governanoe regarding among other matters, the planned scape
and timing of the audit and signific&rt audit findings, including any signifrcar deficiencies in intemal
cmtrol that we identiry during our audit.

We also provide those charged with govema[ce with a statement that we have compli€d with relevant
ethical requirements regarding independence, and to corDmunicate with rhern all relationships and other
matters that may reasonably b€ thought to bear on our independence, aad where applicable, related
safeguards.

From the matters communicated with lhose charged with govematcq we determine those malters thal
wer€ ofmost significance in the audit of6e Financial Statenents of the current period and are thfiefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in exafirely rare ciicumstances, we determine thal a fiatter
should not be communicated in our report becaose the adverse consequences of doing so would reasonably
be experted to outweigh the public interest benefits of such communication.

Report on Other Lcgal atrd RegulNtory Requircments

l- As required by the Non-Baiking Financial Compades Audilor's Report (Resewe Bank) Direcrio4
2016, issucd by the Resqve Bank of lndi4 in exercise of&e powers coflfered by sub-sectiol (lA)
ofsection 45MA ofthe Reserve Bank oflndia Act, 1934, we give in the "Anoexure 1", an additional
Audit Report addressed to the Board ofDirectors containing oul staGments on the mafters specified
therein.

2. As required by section 143(3) ofthe Ac! bas€d on our audit we report that:

a- We have sought and obtained all the informarion and explanations which to the best of our
knowledge and beliefwere necessary for the purpose ofour audit;

b. [n our opiniorl proper trooks ofaccour as required by law havo been kept by the compdry so fat
as it appea$ fiom our exmination ofthose books.

AC

P
5 | Page

F - 88
 Income), the
c. The Balance shee! the staternent ofProfit aod Loss (inctuding otfier compreh€nsive
'st"t".*t.fCu^gesinE$ityaddlhestat€mertofCasbFlowsdealtv'ilhbythisreportdei'l
age€rnent with lhe books of account.

d. In our opinioq the aforesaid Financial Stateme s comply with the Ind AS prascribed under
iection't 33 of the ,tct, read with Companies (lDdian Accounting Stadards) Rutes' 2015' as
smenaled.

e. On the basis of the *ritten rq)resefltatrons r@eived from the directors as on March 31, 2023 and
taken on record by the Bosd of Direcmrs, none ofthe directors is disqualified as on March 31,
2023, from beirg 4pohted as a dtector in tems ofsection t64 (2) of the Act

f. With respect to the ade4uacy of &e intemal fnancial controts with reference to Finmcial
Statements of ihe comparly and the operating effectiveness of such coltrolE refer to our seParate
Report in "Annexure 2". Our report express€s zm uunodified opidon ol the adequacy aDd
operating effectiveness of lhe Compafly's intemal financial contlols wilh refdence to Finarcial
Statements,

g. wilh respect to the other matters to be included i,1 the Auditor's Repon in acc.rdanc€ with the
requirernents of section 197(16) of the Ac! as amende4 in our opiniotr and to the best of our
information Bnd acc.rding to the explanations given !o us, the remuneratton paid by the
Company to its directors during the yed is in ac{.rdance with the provisions of section 197 of
the Act.

h. with respect to the other matters to be included in the Auditor's Report in accordaflc-€ with the
Rule tl ofthe Companies (Audit and Auditors) Ruleq 2014, as amende4 in our opiaion and to
the best ofour information and according to explanalions given to us;

i. The company has disclosed the impact of pending litigations on its finmcial position in irs
Financial Statements- Refer Note 37 to the Financial Statgnents.

ii. The Compary did not have any long-term contracts includng derivative contracls for which
there were aoy material foreseeable losses.

iii. Th6e has b€en no delay in tsansferriry amouds to the Investor EducsioIr ard Protection Flmd
by lhe Compatry.

iv. (a) The Maiagernent has represented lha! to lhe best of its loDwledge dd belief, no funds
(which are material ei0tel individua y or in the aggregate) have b€en advanced or
loaned or inv€sted (either from bonowed fuds or share prerninm o! any oth6 souces
or kfud of funds) by the Compatry to or ir any other person or eatity, including foreign
enrity ("lntermedieies'), wirh the underlanding, whether recorded in wriling or
odrerwise, that the lnterrnediary shall, whether, direcfly or indirectly le[d or invesl in
other persons or entities identified ir any mamer whatsoever by or on behalf of the
Company ("tltimale Beneficiaries") or provide any guarantee, secudty or the like on
behalf of the Ulbrnare Benefi ciries;

(b) Th€ Management has repres€nte4 that, to the best ofits knowledge md belie( no funds
(which are rnataial eilher individually or in the aggregate) have b€etr received by the
Company ftom any person or entiry, including foreign entity (*Funding Parties"), with
th€ undeEtandin& whether recordod in writing or otherwise, fiat tle Company shall.

6 | Page

F - 89
 whether, directly or inditectty, lend or invest in o6er persotrs or €trtities identified
in
any manner whatsoever try oi on behalfofthe Flldhg Party ('Ulti ate Bercficiaries")
or provtle any guarantee, security or the like on behatfoftlrc Uttimare Beneficiaries;

(c) Based oir lhe audit proc-€dures thal have beert comideled reasonabte a'1d 4propriate in
the circumstanceg nothing has come to our notrce that has caus€d us to believe thal the
representations under sub-clause (i) and (ii) of Rule 11(e) ofThe Companies (Audir and
,luditorg nules, 2014, as provided unds (a) and O) above, cootain any material
mi sstatement.

The Coripany has not declar€d or paid ary dividend during lhe year.

vi- Proviso to Rute 3(l) of tle Compdies (Ac-counts) Rules, 2014 for naintaining books of
account using accounting soliware which has a feature of recording audit trial (edit log)
facility applicable 10 the Compary with offect fiom APril l, 2023, and ac.ordingly, reporting
under Rule 1t(8) of Companies (Audil and Auditors) Rutes, 2014 is not applicable for the
financial year anded March 31 . 2023 .

3. As required by the Compardes (Auditor's Report) Order, 2020 (the 'Ordel'), issued by th€ Central
Covemment of India in terms of Section 143(l l) ofthe Ac! we give in "Amexur€ 3" a staternena
on lhe matters speciied in paragraphs 3 and 4 ofthe Order, to the extent applicable.

tr'orSCS&Compeny &
Charter€d Accountants
Ftrn registration No: 0098895 & cocHrN

--^#7,+l4aas
CA Sanjo NG , FCA, DISA (ICAI)
Psrher
Meobe$hip No: 211952
IIDIN: 2321 l952BGRFYN5377

Place: Thrissur
Date:276 May,2023

7 I Page

F - 90
ANNEXURE 1 TO THE AUDITOR'S RIFORT

To lh€ Borrd of Direclon of.

Kossmsttem Finrnce Limit€d

CIN: U65929KL1967PLC004729

We have audiled the Balanc€ Sheet of KosafiEtt6m Finerce Limited for the year ended on March 3 I , 2023,
the Statement of Profit al|d tass (lrcludiry Other Comprehensive Income), the statement of changes in
equity and the Statemetrt ofcash Flows for lhe year then endcd annexed thereto. As required by the Nofl-
Banking Financial Companies Auditors' Report (Reserve Bank) Dire.tion, 2016, and according to lhe
information ard explanatrons given to us, we provide herewith, a statement on the maders sp€cified in
pamgraphs 3 and 4 ofthe aforesaid dtections;

i. Tte compary is etrgaged in lhe business of Non-Bankiq Financial lnstitution atrd it has obtained dre
cstificde ofr€gisiration as provided h s€ction 45-lA of th€ RBI Act, 1934.

ii- The Comp&ry is entided 10 contitrue to hold the Certificate ofRegistration in terms ofthe Asset4nc.me
parcrn as on Mach 31, 2023.

iii. The company is mooting the requirements ofnet owned fuds as laid down i,l Master DirEctions Notr-
Bafting Fitrarcial Compaay - Syst€micaly fmportant Non-D€posit taking Company and deposir oking
CorDpery (Reserve Bmk) Directions. 20 I 6.

iv. The Board ofDi&ctors ofthe Comparry has psssed a rcsolution for non-accrptace ofpublic deposir.

v. The Company hos not accepred aoy public d€posil during the period rmder review.

vi. Acaording to tbe infomation ard explanation given to uE the Company has complied witl the
prudential nolms on Income Recognition, Indian Ac{aunting StaldBrds, Asset Classiflcatior! Provisioning
for bad and doubtfirt debts as specified in the direation issue-d by the Reserve Bank oflndia in tems of the
Master Directron Non-Bankilg Finarcial Company -Systemically Important Non-Deposit taking
Company and deposit taking Company (Reserve Ba*) Dircc'tions, 20 16.

as disclosed in the retum submitted to RBI in terms of Master Drection

vii. The capital adequacy retio
Nor-Banking Financial Compaay Systemically Importaflt Non- deposit takhg Company and Deposit
taking Company (Reserve Bank) Diection, 2016, has been conectly arrived at and such ratio is in
compliance with the minimum CRAR as prescrib€d by the Reserve Bank of India.

viii. The Compmy has fifnished to RBt the mnud statemedt of C€pital Fun4 risk asses/Exposures and
risk ass€ts ratio withi, the sipulated period

ix The Compmy has not be€fl classified as NBFC-MFI for the year ended Msch 31, 2023.

&

8 | Page

F - 91
The report has been issued pusuant to the Non-Banking Financial Companies Audrtors' Report (Reserve
Bank) Dire€tion, 2016 ard is issued to the Board of Dircctors ofthe Company as required by Paragraph 2
of such directions ard should not be us€d for any other purpose.

FoTSGS&Company a
Chartded Accountants
Firm rcgistration No: 0098895

,a{rA€3
CA Saio N G, FCA, DISA (ICAI)
Partner
Mernbership No :211952
UDIN: 2321 l952BGRFYN5377

Place: Thrissur
Date: 27th May,2O23

9 | Paee

F - 92
Annexurt 2 to the Ldcpendcnt Auditor's Report of cYen date on the Financial Ststemcnts of
Ko..mrttm Fin ncc Limid (CINi U65929KLI987PI-C004?29) for lhe ye.r cnd.d 3l Msrcb 2023.
(Rcfarr.td to itr peragr{ph 2(0 undcr Repora otr Othar l2gsl rnd Ragulstory Requirements' section
of our report ofeven dste)
Rcport on thc lntcrnsl finrncisl controls *ith refcr€nce to lha FinanciNl Stxtcmedt under Claus. (i)
of SuFs.clion 3 of Section l,l3 of $e Comprnie. Act 2013 ("t|rc Act")

We have audited the internal financial controls with reference to tho Financial Staternents of Kosamattam
Financ€ Limited ("the Company") as of March 31, 2023 in conjunction with our ardit of the Financial
Statements offte Company for the year ended on tlut dale.

Mrnrgement's RespoNibility for lnt r:nrl Finsncial Cotrtrols

The Company's managemenl is respoosible for establishing and maintaidng intemal financial coltrols
bas€d oD the internal cantrol with reference 1o Financial Statements criteria established by the Compa$y
considering the esssntial components of the intemal conlIol staled in the Guidance Note on Audit of
lntemal Fina[cial Controls with reference to Financial Statemmts issued by the Institute of Chatered
Ac{.lmt@ts of India These responsibilities inclurle the design, impleinentation and mahtenalce of
adequate intsmal financial controls that were operating effoctively for ensuring $e orderly and efficient
mnduct of its businesf including adhe.etrce to Compary's policies, the safqluardiDs of its ass6ts, the
prever ion and detection of frauds and errors, the accurary and completeness of the accouning records,
and the timely preparation olreliable fmancial informationq as required under the Compmies Ac! 2013.

Auditor's RdpoNibility
Our responsibility is to express an opinion on the Compa[y's interna.l {inancial corltrols with referenc€ to
Financial Staternefis based otr our audit. We have conducted oul audit i[ accordarce with the Guid@ce
Note on Audit of lntemal Financial Contsols Over Financial Reporting (the" cuidance Note") issued by
The Institute of Chanered Ac.ountants of India and the stmdards on auditing prescribed under s€ction
t43(10) of the Compeies act 2013, to lhe extent applicable to an audit of intemal fmancial controls.
Those Standads snd the Guidance Note require that we comply with the e$ical requirements ard p1a[ and
perform the audit to obtain reaso[able assurance about whether adequate i enul financial cofltrols with
reference to Financial Statements were established aad tnaintained and if such controls operated effectively
in all malerial respec{s.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the intemal
financial conaols system with reference to Fhaacial Statements and fteir operating effectrveness. Our
audit of intemal financial controls with refqence to lhe Filrancial Staternents included obtaining an
understanding of intemal finErcial cantlols with reference to the Financial Statements, ass€ssing the risk
lhat material weakness etsts, and testing and evaluating tho design and operatilg effectiveness of intemal
cotrtrol based on assessed risk. Th€ procedures selected depend on the auditor's judgment, including the
assessrnent oftfte dsk ofmaterial missarement oflhe Financial Safements" whether due to ftaud or erIor-

We believe that the audit evidenc€ we have obtained is sullicient and appropriate to provide a basis for our
andit opinion on lhe Company's intemal Enancial contols with reference to Financial Statements.

ic
10 | Page P

F - 93
Mcanirg of IntertBl Financisl Conaroh rvith refercnca to Financial Sartcmcnts
A company's intemal financial control with reference to Financial stalements is a proc€ss designed to
provide reasonable assurance regarding the reliability of financial reporting and prepantion
of the
Financial Stalements for extemal purposes in accordance with generally accepted accounting principles. A
compmy's intemal financial control with refersnce to FiMncial statements includes those policies and
proc€dures that (l) perrain to the maintenance of records thar, in reasonable detail, accB.arely
and fairly
reflect the transactions aItd the dispositions ofthe assets ofthe comperr (2) provide reasoDable assurance
that transaction are recorded as nec€ssary to p€rmit preparation oflhe Financial statements in accordanc€
with gen€rally acc€pted accounting principles, and that rec€ipts ard expenditues of the Company are
being made onty in accordance with authorizations of managemeDt alrd dtectors ofthe Company; ed (3)
provide reasoiuble assurance rcgarding pr€vention or timely detectioo of unauthorized acquisitior, use, or
disposition ofthe Company's assets thal could have a material effect on tle Financial Starements.

Inhercnt limitations of Intcmsl Financial Cotrtrols with refercnce to FiDancial Ststcmcdts

Becaus€ of the inherent timitations of intemal financial controls with reference to Financial statements.
including the possibility of collusion or improper maflagement override of controls, material misstatements
due to error or ftaud may occur and not be detected. Also, projections of aiy evaluation of intemal
financial contsols over financial reporting to futur€ periods are $ibject to the risk that the ir emal financial
corltrol with reference to Financial staternents may become inadequate because of cha[ges in condirons,
or lhat the degree of complimc€ with the policies or proc€dures rnay deterimate_

Opinion
In our opinion, to be best ofour information and according to the explanations given to us, the Company
has, broadly, in all materia.l respectl an adequate intemal financial controls with referelce to Fiflancial
Statenents and such intsdal financial confols with referenc€ to Fin&cial Statemerts were operating
effectively as at March 31,2023, based on lhe hternal control with referenc€ to Finarcial Statemefi
crireria established by dre Compmy mnsidering the essential compolents of intemal mntrol stated in the
GuidaDce Note on Audit of hternal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of tndia.

FoTSGS&Comp.ny
B
Chadered Accountaats
Firm regisaadon No: 0098895

-L--11
_
_-Alr,Le+a a-ls_/a<13

CA Sa,ljo N C, FC.t DISA (ICAI)

Parher
Men$ership No :211952
UDIN: 232 I l952BGRFYN5377

Place: Thrissur
Date 27h May,2023

11 I Page

F - 94
Annexure'3" to the independent Auditor's Report*
(Refered to h paragrdph 3 under 'Rqrort or othe. legal and regulatory requirem€ s, section of
our report of even date to the members of Kosatrrattam Finance Private Limited (CIN:
u 65929KL t 98',1 PLCOO4T 29))

As required by the Companies (Audito!'s Report) Order, 2020 ("the

Orde/) issued by the Cenrrat
Govemmeirt of India in terms of sub-section (l l) of section 143 of dle Act afld as per the
information and explanatiofl provided to us, we give a statsment on the matters specified in
patagaphs 3 and 4 ofthe Orde., to the extetrt appticable.

i. h respect ofthe Company's property, plant and equipment ard iataogitrle asses:

a) (A) the company has maintained proper records showing fi.rll particulars, including
quartitative details aDd situatio$ of property, plant and equipment and relevaDt details of
right-of use assets-

(B) The company has maintainsd prop€r r€cords showing lirtl particula.s of intatrgible
assets.

b) The Property, plant and equipme were physically vedlied during the year by the
matragement, in accorda[ce with regular programme ofverification, which in our opinior,
a
provides for plysical verilication of all the property, plant afld equipment ar reasonable
intervals; no mateiial discrepancies were noticed on such verification.

c) Based on the examination of the documents provided to us, we report that, the title deeds of
all the immovable properties (other than immovable Foperties where the company is the
lessee and the lease agreements are duly executed in favour ofthe Company), disclosed in
the frnancial statedents included in property, plant aod equipment arc held in the name of
the cornpany as at the balance sheet date.

d) The company has not revalued its property, plant and e4uipme (including Right of Use
assets) or intangible assets or both duirS the year.

e) No proceedings have been initiated during the year or are pending against the company as
at 3143-2023 for holding any b€nami property under the b€Dani transactions (Prohibition)
Acr, 1988 (as amended itr 2016) atrd Rules made there under,
tt.
a) The company is a service company, primarily rendering linaucial services. Accordirgly, it
does trot hold any physical inventories. Thus pamgraph 3(ii) (a) ofthe order is not applicable.

b) Based on the information and €xplanation given to us, the company has been sanctioned
working capital limits in exccss of Rs.5 crores in aggrcgatc, from banks and financial
institutions on the basis ofsecurity ofcurrent asset during the yeari the periodic statcments
filcd by thc company with such banks and hnancial imtitutions are in agreement with the
books of account of the compa[y.

F - 95
lll
a) Since the Company's principal business is to give loans, the provisions ofclause 3(iii) (a)
of the order are not applicable to it
According to thc information and explanations grven t9 us and based.on thc audit
b)'procedureiperformedbyus,weareoftheopilionsthattheinvqstmehtsmade,guarantees
provided sicurity given and the terms and conditions of the gra'lt of all loans and
advances in the nafure ofloans and guarantees provided are, prima facie, trot prcjudicial
to the company's interest.
c) The Company, being a Non-Banking Financial Company ('NBFC"), registered under
provisiot$ ofRBI Act, 1934 and rules made thereunder, in pursuatrce of its compliance
lvith provisions of the said Act/Rules, particularly, th€ Income Recogaition, Asset
Classification and Provisionilg Norms, monitors repayment ofPrincipal and payment of
interest by its borrowers as stipulated. In cases where repayment of principal or payment
ofinterest is not received as stipulateq the cognizance thereofis takerr by the Company
in course of its periodic regulatory reporting
d) See note c above.
e) The compaoy being an NBFC whose principal busitress is to Sive loatrs is exempt hom
alause 3(iii) (e) ofthe Oder.
fl The company has not granted any Ioans or advances in the nahrre of loans either rcpayable
otr demand or without specirying the terrns or pedod ofropayment durhg lhe year.

iv. In our opinion and according to the information and explanations given to us and based on
the audit procedures conducted by us, the company has complied with the provision of
sections 185 and 186 ofthe Companies Act, 2013 with respect to loans and advances
gianted, guarantees and securities provided and inveshnents rnade by the company during
the year.
The company has not accepted any deposits ftom the public or arnounts which are deemed
to be deposits during the year which attract the directives issued by the Reserve Bank of
India. Being a Non- Banking Finance Company, registered with Reserve Bank of India,
the provisions ofsections ?3 to 76 or any other rclevant prcvisions ofthe Act and the rulgs
frarned there under regarding acccptancc of dcposits arc oot applicable. Therefore, the
repo(ing requirement under clause (v) ofparagraph 3 of thc order is not applicable.
vi To the best of our knowlcdge and according to the information and explatrations given to
us, the Central Govemment has not prescribed the maintcnance of cost records under
section 148(1) ofthe act for any ofde services rordered by the company.
vii.
a) as per the infomation and explanations fumishcd to us and according to our examination
of the records of the Company, the Company has becn gcnerally rcgular in depositing
undisputed statutory dues including Provident Fund, Employee's St te Insumnce, Income
Tax, Goods and Services Tax, Duty ofcustoms, Cess and ally other matedal statutory dues,
as applicable to the Company, to the al,lrropriatc authoritics during the year.

According to the information and explanations given to us, no undisputed statutory dues
payables in respect of Provident Fund, Employee's State InsuraDce, Income Tzx, Coods
and Services Tax, Duty of customs, Ce,ss ard any other material stafuiory dues werc
outstanding as at March 31,2023, for a period ofmore than six months Aom the date they
become payable.

F - 96
 b) According to the information and explanations given to us and the records of the company
examined by us, there are no dues of income tax, sales tax, service tax, duty ofcustoms.
duty of excise and value added tax which not been deposited on account of any dispute
except the amounts disclosed in Note No.37 Contingent Liabilities forming part of the
Financial Statements.

v l. Thcre $ere ro lransactiorls rclating lo previously uffecorded income that haLve been
sur-rendcrcd or disclosed durilg the year in the tax assessments under the Inconle I ax Act.
It)61(ll ol'1961).

a) ln our opinion and according to the information and explanations given to us and based
on the audit procedures peformed by us. the company has not defaulted in the repayment
of loans or other bonowings or in the payment of interest thereon to any lender during
the year.
b) As represented. the Company has not been declared as a wilful defaulter by any bank or
linancial institutions or any other gover nent authority.
c) ln our opinion and according to the infomation and explanations given to us. the
company has utilized money obtained by way of term loars during the year for the
purposes for which they were obtained- except for temporary deployment of suplus
funds.
d) According to the information and explanations given to us, the procedures perfbrmed by
us- on an overall examinalion of the linancial statements of the company and furthcr
considering the Asset Liability Management mechanism ofthe Company, we report that
no funds raised on a short term basis have been used for long term purposes by the
company.
e) The company does not hold any investment in any subsidiary, associates orjoint \ enturcs
(as defined under the Companies Act, 2013) during the year ended 3l
March
2023.Accordingly- clause 3(ixxe) is not applicable.
t) I he company does not hold any investment in any subsidiary, associates orjoint ventlres
1as defined under the Companies Act, 2013) during the year ended 3l
March
2023.Accordingly, clause 3 (ix) (f) is not applicable.

a) ln our opinion and according to the information and explanations given to us and the
records of the Company examined by us. the company has not raised monies by wa) of
initial public offer/further public offer except for the public offer ofdett instruments.

According to the infomation and explanations provided to us and the rccords of the
Company examined by us, the monies raiscd by way ofpublic offer of debt instruments
during the year were applied lbr the purposes for which those were raised.

b) According to the information and explanations given to us, the Company has not made
any prel'erential allotment/pdvate placement of sharcs or convertible debenturcs
(t'ully/partially/optionally convertible) during the year under review and hence reportinp
under clause 3(x)(b) ofthe Order is not applicable to the Company.

d) lo thc best olour knou,ledge and according to the information and explanations giYen to
us. instances ol tiaud on the compan.v has been noticed. amounting to Rs 41.23 lakhs as
per the IMR reports to RBI on various dates. in 12 branches du ng the current year. No
tiaud by the Company has been noticed or reported during the year. nor have we hecn
nformed ofany such instance b) Managcment.

F - 97
 in
b) No report under sub-sectiofl ( 12) of section 143 of the Companies Act has been filod
'fo.-ADT-4usp."scribodundcrrulel3ofCompanies(AuditandAuditors)Rul€s'2014
with the CentraiGovemment, during the year by the Statutory Auditors and up to the date
of this report.
c) As represelted to us by the MarEgemcnt, there were no whistlc blower cofiplai'ts
received by the compaoy during the year-
rll. The company is not i Nidhi Company and hencc rePorting under clause (xii) of the otdor
is not applicatie.
riii. In our oiinion, the Cotnpany is ir compliance with sectior 177 and 188 of the Compa es
Act, 2d13 with respect to applicable transactions with the relarcd parties and the dctails
of rclated party transactions have been disclosed in the Fioancial Statements as rcquired
by the applicable accounting standards,
xiv.
a) In our opinion and based on our examination, the Company has an intemal audit systsm
commenswate with the siTe and nature of it.s bushess.
b) We have considered, dwing the course of our audit, the reports of thc Intemal Auditors
for the period under audit in accordancc with the guidance provided in SA 610 "Using
the work of Irtemal Auditor"
xv. In our opinion, during the year Company has not enteaed into alry non_cash tralsacdons
vaith its Directors or persoDs cobnected with its directors and herce plovisions ofsection
192 ofthe Companies Act, 2013 are not applicable to the Company.
xvi-
a) [o our opinion and according to the infotmation and explanations givsn to us, the
company is required to obtain the registr-ation undsr secrion 45-IA of the Ressrvc Batrk
oflndia Act, [924 and the necessary regist ation has been duly obtained.
b) In our opinion, the company has codducted Non -Banking Financial activities with valid
Cedficate of Registration (COR) ftom the Reserve Bank of India as per the Reserve
Bank of India Act, 1934.
c) In oui opinion, accordiflg to the information and explanations given to us, the company
is .ot a Core Investment Company and hence clause xvi(c) of the ord€r is not applicable
to the Company.
d) As per the information atrd explanations given m us, there are no Coie Investment
Companies as defined in the regulations made by the Reserve Bank oflndia as part of its
group and hence the reporting rcquirements undel ctause 3(xvi)(d) ofthe Order are not
applicable.
wii. The company has not incurred cash loss€s during the fitancial year covered by our audit
and the imhediately preceding fidancial year.
rviii. There has been ro re.signation ofStatutory Audrtors ofthe Company durinS the year.
it. On the basis of the financial ratios, agcing and expected dates of realization of financial
assets and payment of financial liabilites, other information accompanying fioancial
statements, our knowledge of the Board of Directors and management plans aod based
on our examination of the evidence supporting the asswnptions, nothing has come to our
attention, which causes uE to believe that any material uncert4inty exists as on the date of
the audit report indicating that Compary is not capable ofmeeting its liabilities existing
at th€ date ofbalance sheet as and when they fall due within a period ofone year ftom
the balance sheet date. We, however, state that this is not an assuratrce as to tlle futue
viability ofthe company. We fufther state that our reporting is based on the facts up to
the date ofthe audit report and we neither give any guafimtee nor any assurance that all
liabitities falling due within a period of one year from the balance sheet date, will g€t
by the company as and when they fall due.

F - 98
xx.
a) There arc no unspent amormts towards Corporate Social Rcsponsibility (CSR) other than
ongoing projects requiring a transfer to a Fund specified in Schedule VII to the
Companies Act, 2013 in compliance wilh second proviso to sub-section (5) of section
135 of the said AcL Accordhgly, reporting under clause 3(xx)(a) of the Order is not
applicablc for thc ycar.
b) According to the information and explanations giveo to us, there are no unspent amourls
on ongoirrg projects which require to be transferred to a special account in compliance
with 135(6) ofthe Compirnies Act. Accordingly, reporting under clause 3(xxxb) of the
Order is not applicable for the yei.r.

FoTSGS&Comp.ny
Chartered Accoutrtants
Firm registration No: 0098895

?e/s/}?-3
CA Sanjo N G, FCA, DISA (ICAI)
Partner
Membership No :21 1952
UDIN: 2321 l952BGRFYN5377

Placc: Thdssur
Dat : 21thM^y,2023

F - 99
&{.
2022-23
BALANCE SHEET
AS AT MARCH 31, 2023 {in Lakhs
As at Mafth 31,
Note No.
2023 ZO2Z
I. ASSETS
(1) Iirdcial666et6
(a) Cash and €ash equivalents 5.1 3,772.30 7,307_97
O) Bank Balane othq than (a) above 5-2 33,611.54 26838.69

(l) Trade receivables 6.1 15.76 14.08

(II) Other r@ivables 6.2 69.50
(d) Loans 7 4,U,569.06 4,U),725.
(e) Other finmcial assets 8 1,360.33 1,338.45
(2) Non-finan.ialassts
(a) Curenttax assets (net) 9 994.75 7,562-56
(b) Deferred ta! aspts (net) 31.1 1,260.76 916.06
(.) Property, plant md equipment to 7LO75.75 D"764.44
(d) Capital work in Progress 10.1 36.49
(e) Right of use assets l1 3,9o9.87 3,720.70
(0 Other intansible ass€ts 't2 253.33 234-07
(e) Other non-fimcial assets 13 2,670_68 1,963.07
5,44,434,13 4,55,aa9.72
II LIABILITIES AND EQUITY
Liabilities
(1) [in cial liab itieg
(a) Payables
(l) rrade payables 14.1
(i) total outstanding du€s of miacenterprises and smll encrprises 113.61
(ii) total outstanding dues of creditoG other lhan micro,ent€rpriss
6.94 727.@
md small enterpris
(II) Other payabls 14.2
(i) total outstmding dues of mido enterpns€s and
96.76 '1.77
smalt enterprisG
(ii) bral outstmdinS dues of.reditors other than mi€ro
6',10.73 t42.94
cnterprises md small mterpris6
(b) Debt securines 15 2,3&506.31 2,23,564-73
(.) Bo.rowings (other thm debt securities) 16 '\,93,222.36 7,3t,944.31
(d) Subordinatedliabilities 17 30,026.06 30,014.98
(e) L€ase liabilitis 11.1 4,',163.59 3,9t1.13
(f) other financial liabilities 18 301.13 400.98
(D Non-finarcialliabilitie.
,19
807.94 726.95
O) Other non-fimcial liabilihes 20 291.20 238.25
G) Equity
(a) Equitysharc.apital 27 21,687.93 27,687-93
(b) Other equity 22 54,773.78 44,014.49
Total Liabilities nnd Equity 5,44,434.13 4,56,449.D
See a..ompanying notes to thc financial statements

I t As perou eport oreven date anached

^,
l^,.yt"\"\^^
Laila Mathew For SCS & Company
ManaginS Dir(tor Whole+imc Dte.tor Cha.tered Ac.ountants
DIN: DIN:01286176 Firm Reg No- 0098895

Sanjo N.G F.C.A., D.LS.A. (ICAI)

Chief Financial Offi@r
B co

Date: May 27, 2023

/& Membership No. 211952
UDIN: 232'l1952BGRFYN5377

F - 100
YE
2022-23
STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31,2023 I in Lakhs
Ma'.h
2023 2022
Revenue fiom operations
(a) Interest incomc 23 77,851.56 62"726.39
(b) Fes and commission income 24 370.65 338.26
(D Total Revenue frcm operations 78222,2r AA64.6s
(II) OtherIn.ome, net 25 31.87 14.08
(III) Total In(ome (I + II) 78,254.08 AA7a.73

26 43,330.53 36,975.29
(b) InPaiment on finmcial inst uments 27 2,406.07 569.59
(.) Employee benefits experoes 28 10,329.80 8,358.88
(d) Depreiatio4 amo.tization md impatment 29 2"878.94 2,723.27
(e) other expenses 30 4,372_A 3,786.47
(Iv) Total Expenses 63,717.94 51,753.50
(v) Profiv0oss) before te (tu- Iv) 14,s36.14 10,725.23
31
4,173.41 L762.33
(u2.65) (36.76)
(.) In@me Tax .elatinq to earlier
VI) Total Tar Expenses 3,430.75 2,725.57
(VII) Profit/ (Ioss) for the period (v-VD 10,705.38 7,999.66
other Compr€hensive In.ome
A) (i) Item that will not be rcclassified to profit or lo6s
Remeasurement of defined benefit plm (8.13) (143.78)
(ii) Income tax relating to items that will not be
reclassified to profit or loss
2.05 36.t9
Subtotal (A) (5.08) (107.s9)
B) (i) Items that will be reclassified to profit or loss
Itr) lnomp tr\ relarinE ro irems rhal s illbc
reclassified to profit or loss
Subtotal (B)
(VIII) olher Comprehensive rncome (A + B) (5.0E) (107.s9)
(Ix) Total Comprehensive In.ome Ior the period (VIl+vlII) 10,599.30 7,892.07
(x) Emin$ per equity share (for contiruing operations)
32
(Face value of {10/- ea.h)
Basic({) 4.94 3.83
Diluted (l) 4.94 3.83
s.i accompanying not6 to the financial statements
A6 per ou. report of even date afta.hed

i-,J.o.*u
Cherim Laila Mathew Ior SGS & Company
cum ManaginS Dire.tor Whole-time Director Chartered Accountants
N:01286073 DIN:0126176 Iirm Reg No. 0098895

Lhr^t"q
o"**"-u"f**. Sreenath Palakkattillam CA Sanjo N.C, F.C.A-, D.LS.A. (ICAI)
Chiei linancial Ofliccr
MF Membership No.211952
B.C

Date. May n, 2023

ff" o
o
nI
UDIN: 232119528GRIYN5327

o
o

F - 101
&{.
2022-23
CASH FLOW STATEMENT
TOR TTIE Yf,AR ENDED MARCH 31,2023

2023 2022
A) Cash flow from opeiating a.tivities
'14,536.14 14,725.23
Adjustnenrr to Econ.ile prcfit belore tax to net cash flows:
DepreciatiorL mortisation and impairmet 2,937.50 2"792.37
177,857_56) 14,126.39)
Profit on sale of Property, plant, and equipment (3.34) (0.78)
43,330.s3 36,91.5.29
Impairment on financial instments 2"781.27 466.73
Bad debts written off 0.67
Provision for Gratuiry 126-13 6133
Cash inflow from interGt on loare 67,857.ffi 58,679.14
Cash ouiflow towards finance costs 44,732_42) 130,646.62)
Operating Profit Beforc woikif,g Capital Ch Ees 4,975,8 16,N5.97

(Inaease),Decrease in otler re€€ivables 67.82 (s3.88)

(Incre@),Decrease in Loaro (51,386.10)
\78,331-97)
(Inoease)/Decrease in other financial 6sets 88.78 2i.18
(lncrea*)/D{re6e in Other non-filracial ass€t 1707.67) 1496.44)
In.rea!€(Derease) inother tinancial liabilities (9.86) 242.76
In.rease/(Decrease) inothernon-finacialliabnities 52.94 81.59
Increas€/(Dqase) in Payables 328.46 20-97
lncree(Ddease) in Provisiore /.s3.27) 90.78
Cash used h
operations 159,5n.46') 134,570.77'
In.ome ta! paid (nct of refunds (3,605.61 J 13,229.16)
Net@sh fron / (usedin) operatins activities ln2as.o7l 137,899.93)
B) Cash flow frcm investing a.tivities
Purchase of Property, plant, ed equipment md inrangible assets 11,2s8-78) 1974.2s)
Prmeds from sale of property, plant, and equipment's 355.57 1.48
(Inoease) / decee in other bank balane (6,772.85) (9,353.04)
Interest .eceived on fixed deposits 1,596.55 1,425.23
Net cash from / (used in) investina a(tivities (8,900.58)
C) Cash flow from finmdng activities
Proceeds from bsue of equity share.apital (including shee prmium) t7sr.50
ln.re6e / (decrease) in debt seflndes 77,5?9_fi (10,765.88)
Inc.ease / (dc€re6e) in borowings (other than debt searitiB) 61,278.06 46,6A3-29
Cash outflow towa.ds L!,ase 12,252.66) \2,U7.37)
ln rcase / (decrea.se) in Subordinate liabilities \1,837.92)
Net cash from / (used in) Iinan.ing a.tivities 75,434.97 37,743.62
D) Net in.rease/(de.rc,se) in cash afld @sh equivalents (A+B+C) 13,s29.671 (9,0s6.E9)
Cash and .ash equivalents at besimins of the pedod 7,30t.97 16,358.86
Cash lnd€sh equivalents at Mar.h 31, 2023/ nIar.h 31, 2022 lRefer note 5.1) 3,772.30 7,301.97
Statement of .ash flow has been prcpared under the indirect method Ft out in Ind-AS 7 - Statement of Cash Flow
See accompanying notes b the finmcial siatements
for andon behalfof the Board oI Dire.toE As per our report of even date attached

w .J.r,^tr-"
1

Laila Mathcw For SGS & Company

cum Managing Director Whole time Dircctor Chartered Accountants
DIN Firm Reg No.

C
Chicf Financial of Iicer ts MF OCAD

tt o
&co
Membership No.211952

Dare: May 27, 2023 4-

't;6. ar,
tl UDIN: 232119528GRFYN5377
P
/1,|
F - 102 )\ 3
7< Annual t 2022-23

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED MAIICII 31,2023

A. Equity Shar€ Capital

Equity shares of 410/- each issue4 subscdbed and fully Paid

(1) Curref,t Re a in Lakhs

Baluce as at April01, 202 ChanSes in Equity Share Restatcd balance at *re CheSes in equity share Bal (e as at Maich
Capital due Io pnor beginnin8 of the current 31,2023

27,687.93 21,687.93 2\,687.93

{ in Lakhs
Balance as at April01" 2021 ChanSes in Equity Share Restated balan.e at the Chan8es ir equity share Balm.e as at M ch
Capital due to priot beSiminaof the cune.t capital duing the .uEent 31,2022

20,250.05 20,250.05 7,437.88 27,687.93

B. OtherEquity

Rcs.rves dd Surphs
Othc. iten! oI Other
compreh€nsiYe Income (lte
u/s 45-tc (1)

1934"

Bdd.. e at April oL m22 9.07 7,06A.66 A,279.52 4,06A.74 17,660.97 12,992.35 2.45 \a7.59) 44,O74.49
Ch 6es in a.@nrin6 poli.y or
Retat€d balan<e at the be8imin8 of 9.07 7,068-66 8,279.52 4,088_74 71,660.97 t2,99236 2.86 \87.69) 44,074.49
the drent reportin8 Penod
Total Compr€hensive In@m€ for the (6.08) (6.08)

Trdfer to/{fro6) Rerained eamings 2"747.07 14.0a8.74) 1,948.08 (0.41)

Shares issued on li8hts i$ue basis
10.705_38 10,705.38
9.07 7,05A.65 10420.59 11,6@.97 .81 2.45 (93 54,773,74

f&
o 4
F - 103
 Annual R 2022-23

(2) Prcvious Reporting Period { in Lakhs

Capit l Olher items ofOther

u/s4s,Ic0) Comp.ehensiv€ Income (Re

a rt April 01" 2021

Balance 9.07 2,755.03 6,579.58 3,403.a3 a1,660.97 7,278.2s 2.46 't9.91 31,808.80
Chan86 in aeounlinS policy or

R€stat€d balance al the be8rmin8 of g.o7 2,755.13 6,679.58 3,48.73 t,atr,.gz 7,278.25
2.86
'19.9',1 31,808.60
the previous reportin8 period
Total Comprehensive Income aor rhe (107.60) (107.60)

Trander to/(Irom) R€Iained €amings r,599.94 685.61 (2,285.55)

Shares issed on lghrs i$ue basis 4,313.63 4,313.63
Prctu for the year (nel of taleo 7,999.66 7,99.66
Balan.. a al Mmh 31, 2022 9.07 7,064.66 4,279.52 4,O8E.74 11,6@.97 72,992.36 2.46 (87.59) M,014.49
*As requircd by se.tion 45{C of the RBI Act 1934, the Company maintains a reserve fund and bmfers thcre in a sum not less ihan twenry Per@nt of its ner Profit every yea. as
starement of profit and loss md before any dividend is delared. The Company carmot appropriate my sum frorn &e reerve fud excePt for the PurPoe sPecified by Re6erve Bank of lndia
from time to rime. Till date, RBI has not specificd any puipose for the appropriation of R€s€rve tund maintained under se.tion 45-IC of RBI Act, 1934.

See a€companying notcs to the financial statements

Iorand on behrlf of the Bodd of Dirc.tors

l.-,-(- r*rt^ A6 pel ou report of even date atta.hed

Laila Maihew
Ior SCS & Compay
dm Managing Director Whole time Director aco
Chartered Accountants
N:01286073 DIN:01286176
Firm Reg No. m9889S

MF

Chief limcial
C
Officer
Y f& .7-
o
srMath Palakkattillam
N.G, F.C.A., D.r.S.A. (rCAr)

Membership No- 211952

an
o UDIN:232119528GRFYN5377
o
Date: May 27, 2023

5
F - 104
/< on 2022-23

1 Corporate Infomation
Kosamattam Finance Lihited is a Public Limited Compmy domiciled in India and incorporated mder the Provisios of the
Companies Act, 1956. Its debt securities are listed on the Bombay Sto€k Exchange. The Company had b€€n Primarily
incorporated as a Private Limited Compmy and converted into a Public Limited Comp y on November 22, 2013.

The Company is a Non'Banking Finance Company ('NBIC'), which provides awide rmge of tund'based and fe€-bed *flic
in.luding gold toam, money ex.hanSe facilities, et.. The Company is a Systemically Important Non-Deposit Tating Non'
Banling Fimn.ial Company Registered under Sec 45IA of RBI Act. The Compuy orotly operates through 986 bruch6
sPread adcs the outly.
The details are as followsi
RBI B-16.m117
Corporale Identiv Nmber (CIN) u6s929KL1987P1C004729

The financial statemcnts of the Company for the year ended March 31, 2023, were approved for issue in a.cordance with the
resolution of the Board of Directors on May 2Z 2023.

2 Basis ofpreparation and presentation

2.1 Statement of Compli (e

Thc financial statements or the Compmy have been prepared in ac.ordane wilh Indim A.ounting Standards (Ind AS) notified
under Scction 133 of the Compmies A.t, 2013 ('the Act') read with Rule 3 of the Compmies (Indian Accounring Standards)
Rul.t, 2015 (a5 m{ded from time to time).

These fimncial statements may requte further adiustmenb if any, necessitated by the Suidelines/clarificarions/dtecrions issued
in future by RBI, Ministry of Corporatc Affairs, or other regulatorr which wiI be implemented as and when the same are issued
and mado appli.able.

2.2 Bdb ofmeaslrement

The finm.ial statements have been prepa.ed on a historicl cost basir except for tho following 6sets and liabiliies which have
ben measured at fair value:
i) Iair value throu8h other compreh.'roive inome (FVOCI) instments,
ii) Other fin cial assets held for tradir&
iii) Financial assets and liabilitis d6iSnated at fair value through profit or loss (FVT"L)

2..3 PEsentation of Finan.ial Statements

The hnancial statements of the Comp y are presented as per Schedule [I (Division Iu) of rhe Companies Act 2013 appli.able to
NBFCS, as notified by the Ministry of Corporate Affairs (MCA). Finmcial assets and fin cial liabilities are gensally reported on
a grcss basis ex@pt when thcrc is m unconditional legally enlorceable right to offset the recognized ours without b€ins
contingat on a future ev.'nt md the pa.ties int'nd to settle on a net basis

2.4 luctional ard presertation curerry

The fina.ial statements arc presented in Indian Ru[4s (lNR) which js also its tunctional cunen.y and all values re rounded to
the nearcst lakhs, except when othcruise indicated.

2.5 New A.(outing Standar& those are i66ued but not effe.tive
Ministly of Corporate Affairs ("MCA") notifi.s new stmdard or amendmmrs ro rhe existing standeds uder Companies
(lndim Acounting Standards) Rules as issued irom time to time. On March 31, 2023, MCA amended the Compmies (rndian
A€counting Standards) Rules, 2015 by issuing the Companies {tndian Acountins Standards) Ammdment Ruler 2023,
appli.able from April 1, 2023, as belowi

-hd AS 1- Presentation of Firancial Statements

The amendments lequire .ompanies to dis.lce their mate.ial accounting policies rather rhan their siAnifi@nr accounring
Policies. AccountinS poli.y informatio& loSether with other informatio& is material when it can reasombly be expecred ro
nrflucncc dc.isiom of Prinary us.rs of general purpose inmcial statements- The Company dc not expect this amendmenfto
have my siSnificant jmpact in its finmcial starements
&co

f&
6
F - 105
/{*

- hd AS 12 - Incom€ Taes
Theamen.lments.larifyhowcomPaniesa.countrorde{eiredtaxontransactioNsu.hasteasesanddecornrnissioning
15 and 24 of Ind AS 12
obligatioN. The *.na-. t" nan;wed the scoPe of the rmgnition exemPtion in Para€raPhs
iise to equal taxable and
(recognition exenption) so that it no tonge. apPlies to transadi; that' on initial recoSnitio& Sive
dedu'ible temponry differuces. The ComPmv is evaluating the imPacL if anv' in its finmcial statements'

- lnd AS s - A..ountina Poli.iet Change6 in A..ounting Estimat$ and Emrs

.rhe amendments wilt help mtities to distinSuish bcrw;n accountinS polici6 and ac.ountinS estimates. The definition of a
chanSe in accounrinS estimatB has been replaced with a definition of accounrinS estimar€s.
under the new definidoa
,monetary amounts ir financial statements that are subiect to measurement uncertainty". Entities
accounring esrimtes are
devclop aiounting estirotes if accounting poticies require ite* in financial statements to be measured in a way that irvolves

.-"""".""t"""".t.i"ty,rt'"ComPmydoesnotexPectthisamendmottohavemysigniJi@timPa.tinitsfincial

3 Signifi@nt a.counting Polides

3.1 Recognition of interest income

The Company .ecognizes inrcrest income by applying the effective interest rate (EIR) to the 8.oss.&rying amount of a financial
asset except fo, purchaed or originated credit-imPairsd ,inancial ssets and other .redit-imPaired finmcial Nets.
Ior purcha*d ot origimted aedit-impaired finecial assets, the Company applies the aedit-adjusted effe.tive interest rate to
the amortized cost of the finecial asset f.om initial reognitio..
For orhcr oedit impaired finmcial assets, the Compmy applies an ef{e.tive interBt rate to the amo.tizd cost of the 6nan.ial
aiet in sub*quent reporting periods.

The effe.tive interst rate on a finan.ial asset is the rate that exactly dis.omts estimated tuture cash receiPts ttuough the
exp€cted life of rhe finmcial asset to the gross carrying amout of a financial asset .While estimating future csh receiPb, factors
like expected behaviour and li(e cycle of the financial as*t, probable fluctuation in collateral value etc. are coffidered which has
an impa.t on the ElR.

While cal&lating the effe.tive interest rate, the Company in ludes all fes and .harg6 paid or leceived to and from the
borrowers that are an integral part of the effective interelt rate, kamaction costs, and all other premiuN or dis.omts.

3.2 Recognition of revenue fiom the sale of goo& or senices

Revenue (other than for liMcial lNtrum.nts within the scope ol Ind AS 109) is measured at an amount that reflects the
considerations, to which an entity elpects to be entitled in exchanSe for trffifeffing g@ds or servies to the ostomer, excluding
mounts collected on behalf of third parties.

The Company rNgnizes revenue fiom contracts with customers based on a five step model as set out in Ind AS 115:

Step 1: Identify conhacl(s) with a €ustomer A contract is defined as an agreement between two or more parties that creates
enforceabb nghtsand obligatioN d sets out the criteria for every.ontra.t that mustbe met.

Step 2: ld€ntify pcrforMe oblisatioB in ihe contiact A perfomance obliSation is a promi* in a ontract with a Gtomer to
tunsfer a good o. service to the customer.

Step 3: Determinc the trmeclion prie: The transaction price is the amount ol consideration to which the Company expects to
be entitled in ex.han8e for transfernng promised goods or seNiq to a ctomer, excluding amounts collected on behalf of third

Step 4: Allocate the transaction pri@ to the perfome.e obligatioN h the contract lor a contract that has more than one
perforMe obligatiorr the Company allo€ates the transaction price to each performan@ obliSation in m mout that depids
the amount of €onsidcration to which the Compmy expects to be entitled in exchange for sadsfying each p€rformance
obligation.

Step s: Re.ognise revenue when {or as) the Company satisfis a psfoman@ obligation

Revenue f.om a contract for renderng seNie" h rctuSnizcd ar r poinr

obiiSation is satisf ied.

7
F - 106
a/, Rd.mattan
rl\\ Finance Ltd. 2022-23

3.3 rinecialinstrments

A. Ii]ucial Assets

3.3.1 Initial recognition d measuement

provisio* of the
AI finan.ial 6sets ;re rmSnized inirially at fair value wh* rhe parries t€come parhes to the .ontractual
or transachon costs that are
finmcial as*t. tn rhe ca* of finmcial assers which are not recorded at rair value though Profit lo6s,
direcrly attributable to the acquisihon or issue of the financial assets, are adiusted to the fair value on initial recognition.

3.3.2 Subsequentmeasuremeni
on the contractual
The Company classifiB its finan.iat a*rs into variou measurement categories. The classification dePends
terrs of the finanoal 6sets' @sh flows md the ComPmv's business model for managing fiMncial assets'

a. FiMdal assets meas@d at a

ortized (ost
A finanoal asser is wiihin a busins model whose ob,e.rive is to hotd the asset in order
measrred at Amortised cost if it is held
ro colect .ontraclual cash flows Nd the conha.rual terms o{ the Financial Asset Sive ri* on sPecified dates to cash flows that
are solely payments of P.in.iPal md interest on the PrinciPal amout outstandinS.

b. rinancial s*ts Eeasured at fair value thmugh othercomPr€hcrtive ir.om€ OVOCD

A fiMnciar asser is measurcd at FVoCt if ft is held within a buiness modet whce obiective is achieved by both collecting
ontractuat cash flows and selling financial assets md ontractual tems of the finm.ial asset Sive rise on specified dates to cash
nows that arc solely payments of plincipal and interest on the principal amount outstmdirS-

.. fiffincial asceti med!@d ai lair value through ptfit or lo$ (FWPL)

A financial asset which is not classified in my of the at$ve cateSo.ies js meBued at FVTPL.
B. riM.ial liabiliti€s
3.33 lnitial recognition and measurement
All financial liabilities de reognizd initially at fair value and, in the (:e of boEowin8s and payables, net of direclly
attributable trmaction costs. The company's financial liabilitiB include trade and other payables, noHonvedible debentures,
Ioan". and borrowinss in.ludinB barl overdrafts.

3.3.4 SubsequentMeasumetrt
Financial liabilities are subsequendy .dried at amonized ct using the eff€ctive interest method

3.4 Dere.ognition of finan.ial assets and liabilities

3.4.1 financial Asset

The Company derecognizes a financial aslet when lhe contractual cash flows from the asset expire or it transturs its rights to
reive the ontra.tul c6h flows from the finmcial asset in a trmaction in which substetially aI the risks md rNdds of
ownership are transferred. Ary interest in Eansferred financial assets that is.reated or retained by the Compmy is reco8nized
as a separate as.ret or liability.

3.42 Financi.lliability
A fim.ial liability is dedoSnized when the obligation under fte liability is dis€harged, can.€Ied, or expires. where m
qisting financial liability is .eplaced by another from the same lerder on substmtially differmt tems or the terns of an existing
liability de substmtially modified, such m exch ge or modification is treated as de-recognition of the original liability and the
rccognition of a new liability with the difference charged to profit or lo6s.

3.5 OffsettinS
Iinancial assets and financial liabilities are generally reported grcs in the balee shet- Fine.ial 6*t5 d liabilities are ofis€t
and the net amount is Fesented in the balance sheet when th€ Company has a leSal right to offset the amounts dd intends to
sehle on a net basis or to rcalize the asset md scttle the liability simultaneously in all the fotlowing circumstances:
a. The normal ouse of busins
b. The cvcnt of defiult
c. The event of insolvency of the Compdy md/or its counterparties ico
(t
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o F - 107
o
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3.6 ldrpaiment offinancial assers

In n.cordance with tnd As 109, the ComPany us6 the,ExPected Credit l.ss model (ECL, for evaluatinS imPaiment of
financial assets other thm those measured at Fair value through Prcfit and lo6s.

Furrhcr, in a..ordancc with RBI circular no. RBI/2019-20/170 dated Ma.ch 13, 2020, the impatment allow ces as Per ECL shall
be compared w h thc required provisioning ulrder IRACP. If the impaiment allowance under Ind AS 109 is lower thm the
provisioning requircd under IRACP the diff€rence is aPProPnated from net Profit after tax to'ImPaim!'llt Reserud'

3.5.1 Overview of the Expe.ted CrEdit Loss (ECL) model

Expecled Cr€dit Loss, at each r€Porting date, is masured throuSh a loas allowan.e for a financial aset:
, Ar m amount equat to rhe lifetime expe.ted .redit losses iJ the qedit risk on that finan.ial instMent has inaeded
signiJi@tlysinceinitial reoSnition.
- Ar u amount equal to 12-month expe.d credit loss€s, iI the credit risk on a financial instrmmt has not in@ased
signifi@tlysinceinitial rmSnition.

Lifetime expected credit losses mean expected .redit loss.5 that result from all possiblc default events over the exPected life of a

12-month expected credit losses mean the portion of Lifetime ECL that repres€nts the ECIr that result from default events or
finmcial assets that arc possible within the 12 months after the reporting date.

The Compey Perform m 6s6smcnt, at ihe end of each reportinS perio4 of whether a fimcial asset's oedit risk has
inoeased signi{icantty sin@ initial re.ognition. When making thc assessmenl the change in the risk of a default Gouing over
the expected ljfe of the finanoal instrment is u*d ictead of the dEnge in the amount of expected 6€dit losses.

Bascd on thc abovc process, the Company categonzes its loans into thre€ stages as described below:

ror non-impaired tuancial assets

. Stage 1 is comprised of all non-impaired financial 6sets which have not experiened a signifi(ht incee
in dedit risk
(SICR) sincc initial re@gnition. A l2-month ECL provision is mde for staSe 1 fimncial ass€t. In assessing whether credit risk
has incr@sed siSnifi@tly, the Compmy.ompares the risk of a default occuning on the financial asset as at the reporting date
with the risk of a default occurnng on the finan€ial asset as at the date of initial recognition. Interest revenue is calolated on the
gross carrying mount of the asset.
. StaCe 2 is emprised of all non-impaircd fiM.ial assets whi.h have experienced a significant increase in cedit r;k sine
initial re.ognition. The Comp&y reognizs lifetime ECL for stage 2 financial assets. In subpquent reportin8 periodr if the
credit risk of the financial instrument improves su.h that there is no longer a significant inoeas€ in credit risk sine initial
recognition, then enhties shall rcvert to rsoSnizing 12 months ECL provision. Inte6t revenue is calculated on the gro6s
carryinS ount of ihe dset.

For impaired find.ial a6sets:

Financial as.sets are classificd 6 staSe 3 when there is objective evidence of impaiment at the reporting date.

The Compey recoSnizes lretime ECL for impaired finmci.l 6sets dd interest revmue is calculat€d on the net cdrying

3.6.2 f,stimatiof, of Erpected Credit Loss

The me.hani6 of the ECL calculatioru are outLined below and the key elements are, as follows

Probability of Defautt (PD) - The Probability of Default is an €6hmate of the likelihmd of default over a given time horizon.
The Company uses historical information where available to determine PD. Considenng the differont products d schm6, the
Company has biturcated its loan portfolio into various p@ls.

f,xpostre at Delault (EAD) - The Exposure at Default is e estimate of tlle exposure at a tuhrre default date considering
e,Pected changcs in the expcure after the reportinS date, including rcpaymcnts of principal md interest whether scheduled by
contract or otherwisc, awdowE on $mmitted facilitier and accru.\d interest from missed
M tcaM.
.ry

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9
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7.&
Annual 2022-23

Loss Giver Default (LGD) - The Lo$ Civs Default is an estimate of the loss arising in the case
where defaulr occlrs at a givo
time. lt is based on the difference betw@n the $ntra.tual cash flows due and rhose rhat the lender would qp€.t r;ive, b
includinS hom the realization of dy collareral.

ro dd-l@kinginlomation
While Btimating the exPe.ted credil lcs€t the Company rwiews macro+conomic developmenrs oc€u[in8 in the economy md
market it op€rates in. Periodicall, the compuy malyses if rhere is any relatiomhip berwen key e.Dnomi. kends like GDp,
unemPloyment rates, bm.hmark rats set by the R6erve Bank of Indi4 inflarior! etc. with rhe 6timate of pD, LGD detemined
by the company based on its internal dara. while the interml *rimates of pD LGD rates by the conpany may not be always
reflective of such relationships, temporary overlays, if any, are mbedded in rhe merhodolo8y ro reflecr such mado €conomic

To mitiSate its credit risks on finan ial assets, the Company s@ks to use collateral where possible. The collareral comes in
various forms, su.h as Land, buildinSt seorities, etc. Howevea the fair value of collateral affecrs th€ calcularion of ECL. To the
ext'nt pGsible, the ComPey uses active market data for valuing fimcial assets held as collateral. Other financial 6sets which
do not have readily deteminable markct valu6 are valued using modcls. Non {inancial collateral is valued bas€d on dara
Providcd by third Partics or management iudSrnents. ln its normal surse of business whenever default Gors, the Compmy
may take pcsession of Propedes or other assets in its retail portfolio and gene.ally disposes of such asers rhrough auction, ro
scttlc outstanding dcbt. Any surPlus funds are rehrrned to the customers/obligors. As a 6utt of this practi.e, assers under le8al
repossession Processes aie not r4orded on the balme she€t. LoaN de wrinen off (efther partially or in tull) when there is no
realisti. ProsP(ct of re.overy. This is Smerally the.ase whm the Company detemines that the borrowet does not have assets or
soures of in ome that could SeneEte sufficient cash flows to repay the amounrs subjected to writNffs. Any sub*quent
recoveries agatui such loans are.redited to rhe srarement of profir md loss.

3.7 Detemination of fairvalue of Financial Instrment6

Fair value is the pri@ that would be received to sell m asset or paid to transfei a liability in an orderly rransaction berwen
market ParticiP ts at the measurement date. The fair value measurement is based on the pr€sumprion rhat the trareaction to
*ll the aset or transfer the liability takes pla@ either:
i. In the principal m&ket for the asscr or liability, or
ii. In the ab$ncc of a principal market, in the mosr advantageous Mker for the asset or liabilty

The PrinciPal or the most advantagsus market must be accessible by the Compmy. The hn value of an asser or . liability is
medued using the 6sumPtions that market parti.ipmts would use when pricing rhe 6set or liabilty, assuming thar ma;ket
participants act in their economi. best interesr.

A fair value mcasurement of a nonjinancial asset tal6 hto account a mdket participant's ability to
Senerare eonomic bcnefits
by using the asset in its hjghBt and best usc or by ellinS it to another mrket participmt that would u* rhe asset in its hiShst

The ComPany use valuation techniques that are appropriate in the circumtmc€s and for which sufficient dara are available ro
measure fair value, maximizin8 the use of relevmt observable inpurs and minimizinS rhe u!€ of unobserable inputs.

Fair value me6urements are cat%orized into Level 1, 2, or 3 bed on the de8r@ ro which the inpurs to the fair v.lue
mcasurements a.e obseruable md the siSnifi.ance of the inputs to the (air value measuremmr in s mrirery, which are described

' Level 1 inPuts are quoted Prices (mdjusted) in active mrkets for identical as,sets or liabilftiB rhat the entty ff access at the

' Levet 2 irPuts are inPuts, other than quotcd pri.es included within Level 1, that are observable for the asset or liabilfty, efther
directly or indirectly; and
. Level3 inputs are unobservable inputs for the asset or liabilfty.
The ComPmy recognias trffifers between levels of the fan value hierarchy at the od of the reportin8 period during which the
change has ()l:Nred. No such iEtances of hansfers between levels of the fair value hierar.hy were re$rded durin8 the

3.E Cash dd cash equivalent6

Cash md cash equivalents .dh at banks and on hmd and short-term deposits w h an original marurty of three
months or lesr which risk of changB in value.

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For the PurPose of the statement of osh flows, cash and cash equivalents
mreist of cash and short,rerm deposfts, as defined

3.9 Bank Balan.es orher thd cash md cash equivalents

Bank balanes other than cash md c6h equivalenrs incrude eam&ked balmces
wfth banks md bar .es which are held s
rorgin money or s<urity aSainst borrowing, guarantq, dd other ommftmors.

3.10 Other receivables

other receivabl* mean r@ivabr6 emanarinS from irem rhat are classified as'orhers' under,Revenue from operario*,.

3.11 Prcperty, plant, and equipment

ProPerty, Plmt, md €quiPment (PPE) are measured at ()st les a.cumulared depreciarion md acclmulated impaimmt
if any.
cct of an item of property, planr, and equipmor omprises s purchase prie, incrudin8 impo duries and non-retundabie
purcha* tus, after dedu.ting trade disounts and iebat6, my directly anributable Gt of bringing rhe item to ts wo.king
condition for its intended use, md estimated osts of dism tling and removing the itm md resroring the sfte on which is

Advances Paid towards the a.quisition of fixed assets, outstanding at each repo.ring date are shown under other
non-finmcial
as*ts. The cost of PrcPerty, Plmt, md equipment not ready for its intended use at each reporring dare are disctced as capital
work in-Progr6s. Subsequent exPenditure related to the asset is added to its carryinS mount or reognized as a sepalate;ser
only if it inoeas{s the tuture benefits of the existing asset, b€yond its previoBly assessed st da'ds of per6omance and cosr can
be mcsued reliably. Other repairs d maintnance osrs are experd off as and when incurred.

3.11.1 Depre.iation
Depreciation on propertv, plmt and equipment is catculared using wrirben down value merhod (wDV) ro wrfte down the Gr
of ProPerty and equiPment to their rsidul vatues over their estimated usefil lives which is in line with rhe estimated leful life
as specified in fthedule II of the Companies Act, 2013.

'Ihe estinakn useful lires aft is

follous:
usefut Lile
Building
Bltilding - Conpoa,rd Wall and w.ll
Etniture altd Firtt6
Ebctri.al Eifting. 10 Yean

Platt and Machiflcry 22h5 Yurs

Thc rcsidual values, usetul liv6, and methods of depreciation of propcrty, plant, and equipment are reviewed ar each financial
year'end and adjGted prospectively/ if appropriate. ChmSes in the expecled useful li{e are acoured for by changing rhe
amortization period or methodology, as appropriate, and treatcd as.hmges in a€countinS erimates.

ProPrty, Plant, md equipment are derdoSnized on dispoGal or when no tuture cconomic benefirs are expected from its use.
Any 8ai^ or loss arisinS on the derecognition of the asset(.alolated as the differene between the net dispcal proceeds and rhe
cdrying mount of the asset) is recognized in other in ome/erpense in the statment of proft md lcs in the year the asser is
derecognized. The dale of disposal of an itm of prop€rty, pl t, md equipment is the date rhe recipient obraitr onrrol of that
item in accordance with the .equirements for detemining when a perfomnc€ obtigarion is sarisfied in Ind AS 115.

Right o( Ute of Ass.ts

Right of B 6sets are dePra.iated from the commenement date on written down value basis over the shorter of lease rem and
usetullile of theuderlying asset.

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3.12 Intangible ssets

An intangible 6set is recognized only when its mst cm be measured reliably md it is probable rhat rhe expected future
eonomic bmeEts that are attributable to ir will flow ro rhe Company.

Intangible assets acquired seParately are measured on initial r.oSrition at cost. The cost of an intangible asset emprises its
Pur.hase Price including import duties and non'refundable purchase taxes, after deducting trade disomrs and rebates, any
dire.tly attributable.Gt of brinSinS the item to its working condirion for fts intended use foltowinS initial reoSnftiort
intangible assets are.arried at @st less my acomulared mortization and my a.armulared impaiment losses.
Subsequmt exPcnditure related to the asset is added to its .arrying amount or recognized as a eparate asset onty if ft inoeas€s
the tutu.e benefits of the existin8 asset, beyond its previously assessl stmdards of perfomece and cost can be measured

Intangible sets comPrising of software is amortized on a straiSht-line basis over a period of 10 years uless it has a shorrer

Gains or los6 from the dcreognition of intmgible assets are measured as the diffsence berween rhe net disposal pr@ds and
the carrying mount of the as*t and are recoSnized in the Statement of profit or Loss when the asser is derecognized.

3.13 Impaimert of non-financial assetsr Prop€rty, plant md Equipnent and Intangible Assers
The Company assses, at each reportinS date, whether rhere is my indication rhat any properry, plmt and equipment dd
intmgible assets or Sroup of assets @lled Cash Generating Units (CGU) may be impaired. lf any such indication exists, or when
annual imPatment testing for e 6set is rcquired the Compmy stimates the asset's recoverable eount to derermine the
extent of impaiment, if any.

An assefs recoverable amount is the hiSher of an 6set's or csh-Senerating unit's (CGU) fair value less costs of disposal ard fts
value in use. A re.overable mount is derermined (or an individuat asset unl6s the asser des not generate .ash inflows thar are
IarScly indePendent of thGe from other assets or groups of assets. Whm rhe carryinS mount of an asser or CGU ex@ds its
re.overable amout the asset is oEidered impaired and is wrtrd down to its reove.able amount.

In assessing value in usq the stimated tuture .ash flows ee disounted to rheir preseftr value using a prerax discounr rare that
reflects orrent market ass6sments of the time value of money and the risks sf,ecifi. ro rhe asser. I! derermining fair value less
costs of disPosal, reent rnarket trarsactions are taken into acount. If no such transactioN .an be idenrified an appropriate
valuation model is used.
An ass€ssment is made at each reportinS date to determine wherher there is m indication thar previously rmgnized
jmPairment losses no longer exist or have decreased. If such indi.ation
exisrs, rhe Company esrimates the asse(s or CGU,S
iccoverable amout. A Previously Hognized impaiment loss is reversed only if there has been a chanSe in the assmprions
used to determine the a$et's rccoverable amount since thc last impairment loss was rc€ognized. The rcversal is limited so that
the .arrying amomt of tht asset does not qceed its recoverable amount, nor erceed rhe ftrying amour that would have b€en
dctcrmined, n€t of dePreciatiorl had no impaiment loss been rccoSnized for thc sset in prior yees. Such reverel is recognized
in the stat'ment of Profit or loss unless the asset is carried at a revalu.d mount, in which case, the reveGal is rreatcd 6 a
r.'valuation increasc. After imPairmenr, depreciation is provided on the revised carrying amounr of the asset over its remaining

3.14 tinance .osrs

Finance.osts repres€nt interst qpense recognized by applyin8 the Effective Inrerest Rate (EIR) to rhe gro6s .arryina amounr of
finan ial liabilities other thm financial liabilihes classified s FVTpL.
The EIR in case of a finm.ial liability is @mputed

As the rate that exactly dis.ounts estimated future cash payments through the expected life of the financial liability ro
the Bross carryin8 amount of thc amortized cosr of financial liabitity.

b. By coNidering all the contractual r€rns of lhe financiat ifftrument in esrimating the cash flows

Including all fet's Paid between Parti6 to the omkact that e an inteSral part of the effective interest rate, transaction
or discouts. Any subsequent chmges in the Btimation of the tuture .ash ftows are
with the corresponding adjustment to the arrying amounr of rhe assets
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3.1s Employee Benefits Etpenses

3.15.1 Shof Term Employee Benefits

Alt employe benefits payable wholly within rwelve months of rendering the servie are classified as short'term emPloyee
bencfits. These b€nefits in.lude benefits such as salari6, wages, short'tem compemated absence, etc. The mdisounted amount
of short,term employe benefits expected to be paid in ex.hmSe for lhe services rendered by employ$ are reognized as an
expens durinS ihe period when the employees render the ervi.es.

3.15.2 Post-EmploymentBenefits

A- Defi.Ed .ontdbutio. khem€s

All eligible employees o{ the company are mtitled to r@ive benefits under the provident fud, a defined contribution pld in
which both the employee and the company ontribute monthly at a shPulated Per.entage of the covered emPloyee's salary.
Contributions a.e made to Employ@s Provident Fud Organization in respect of P.ovident Fmd at the pr6aib€d rates and are
charged to Statement of Profit and Los at actuals. The company has no liability (or future provident fund benefits other thm its
annual conlibution.

B. Defined Benefit s.hemet

The Compuy provides for Sratuity covering eli8ible employees under which a lump sum payment is paid to v6ted enploys
at retiremmt, deatt\ incpa.itatior! or termination of employment, of an amount re.koned on th. rcspective employe's salary
and his tenure oI employh€nt with the Company. The Compmy acomts for its liability for future gratuity benefits based o
a.tuarial valuation deterhined at each Balane Shet date by e Independent A.tuary using Projected Unit Credit Method.

The obligation is mcasured at the prBent value of the estimated tuture cash flows. The dismmt rates used for determining the
present value of the obligation under a defined benefit plm are based on the market yields on Govet]mdt Seuities as at the

An actuarial valuation involvG making various assumptiom that my diffe. from actual developmenrs in the furure. The*
in.lude the determination of the disount .ate, attrition rate, future salary ino€ases, md monality rates. Due to the complexities
involved in the valuation md its long'term nature, these liabilities are highly ssitive to changes ifl these dsmprions. An
assumPtions are reviewed amually.

Rc-mcasurement, comPrising of acluarial gains and losses (excluding mounts includ€d in net interest on the net defined benefit
liability), are recognized imediately in the balmce sh@t with a corresponding debit or credit to retained eaminSs through
Other ComPrehcNive In.ome in the pcdod in which they occur. Re-mesurements arc not redassified to profit and loss in

Provisions are rccoSnized when the ompany hs a present obligation (legal o. constructive) as a result of past events, ed it is
probable that outflow of resour$ embodyin8 economic benefits will be ,equired to *ttle the obtigatioir and a reliable
estimate .m be made of the amout of the obligation.

Whc'n lhe effect of the timc value of money is materiaL the company detemines the level of provision by discounting the
exPected cash flows at a Pre-tax rate reflecting the current rates specific to the liability. The erpense rclatinS ro my provision is
presentd in thc statement of profit and loss net o( any reimburssnenr.

Incomc tax expeNe for the year compris6 of.urrent tax and defe[ed tax

3.17.1 CllrentTd
Current td assets and liabilitis for the current and prior years are measured at the mount exp€cted to be recovered from, or
Paid tu, thc taxation authorities.
MF/ 4/ I cotv
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The t ( rat6 and tu laws us€d ro ompure rhe amout are rhose thar de enacred, or
subshnnvely ena*e4 by rhe end of
rePorting data in India where the company operates and generat* raxable income.
curmt inome tax relating to ems
recognizd ourside profit or loss is @ogniad outside profit or lGs i.e., eirher in other mmprohe*ive
in.ome d in equfty_

Current tax items aE re.ogniz€d in corelation to the underlyinS transaclion either in other comprehensive
income or alirectty in
equity. ManaSement periodi.ally evaluates positions talen in the tax retums w h resr,ect ro siruatioN in
which applicable re
reSulations are subje.t to interpreration and esrablishB provisions where appropriare.

3.17.2 Defered tax

Deferred td
is Provided on temPo.ary differences at the reportin8 dare betwen the te b6es oI assers md
liabilitiB used in rhe
omputation of taable profft and lheir @r.yin8 amounrs in rhe finmciat sratements for filhciat reporting purpoes.

Dcferred td liabilitiB are rccognised for all tdable temporary differenc, except:
i where the def.rred tax liability arise" from the initial recognition of goodwill or of an asser or liabitity in a transacrion
that is
noi a b$iness @mbinatjon an4 at the time of the kmaction, affects neither rhe accounring profir nor raxable profit
or loss
ii. ln r6Pe.1 of teable temPorary differen.es associated with invBiments in subsidiariB, where rhe riming of the reversal
of ihe
temPorary differene .an be ontrolled and it is probable that the temporary differmes will not rever* in
rhe foreseeablc

Deferred td assets are recognised for all dedu.rible temporary differo.es, the Grry forw d of unused rd credits ad dy
unused taxlosses. Defered t 6sets are Hognised to the extnt that it is probable thar taxable profit win be
available aSai;t
which the deductibte temPorary differencet d the carry iorward ol unused tax aedfts and unused tax tos*s car be utrii*a,

i. When the defered te asset relatinS to the dedu.tible temporary differcne arises from the initial re.ognirion of m
asset or
liability in a transaction that is not a busine$ smbination md, at the rime of the trmactiorv affecrs neither the accounting profit
nor taxable profit or lo6s

ii. InresPect of deductible temPorary differences associated with invesrmenrs in subsidiarier associates
and inrerests in joinr
vmturcs, defered tax 6sts are re@8ni*d only to the extent that it is probable that thc remporary differeces will reverse
i; the
Ioreseeablc future and tuable profit will be available against which the temporary differenes can be utilised.

The carrying amount of deferred tax assets is reviNed at each reporrirg date d r€duced ro the extent thar it is no tonSer
probable that sujficient taxable profit wilt be available to altow all or parr of the d€ferred tax asset ro be
utilised. UNe.ognised
deferrcd te assets are reassessed at ea.h reportinS date and are @ognis€d to rhe extent thar t has hcome probable Orar turur€
taxable proits will allow the deferred tax asser ro be recovered.

Defeted tax assets and li.bilities e measured at the tax rat6 that are expecred to appty in rhe year who the asset is realised or
the liability is settled, bascd on tax rates (ed tax laws) that have b€en ena.ted oI substmtivety emcred at the reporring
date.

Deferred ta! rclating to items rmgnised outside p.ofit or loss is reognied outside profit or loss ie., either in other
omprehensive income oi in equity- De{erred tax items are reoSnised in correlation to the underlyin8 bansaction eithe in other
comprehensive inome or direclly in equity.

3.17.3 Goods and seNice6 td /vnlue-added taxes paid on acquisition of assets oron incurring cxpenseE
Erpnsos and 6sets arc rccognized ner of rhe Boods and seryices tax/valueadded rax.s pai4 except:
i. Wten the tax in.urred on a Puchase o{ ass.ts or services is not Hoverable from the taxation auihority, in whi.h case, the tax
paid is rmgnized as part of the cost of acquisition of the asser or as part of rhe expense item, s applicabte
ii. When reivables and Payables are stated with the amount of tax included, the net amount of tax rmverable from, or payable
to, the taxation authority is included as part of receivabl6 or payables in the balane sheet.

3.18 Oth€r in.me and exp€nse6

All other in ome md erpens6 de recognized in rhe period rhey cdr
3.19 ContingentLiabilitiesandAsset6
A contingcnt liability is a obliSation that aris€s from past evmts whose existence will be orfimed bv the ocarrene or
non{ccrrren c of one tuture cvents beyond the co trol of the Company o. a obiigation that is not
outflow of r$ources will be required to settle liability

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also arises in extrmely rare cases where there is a liability that (:aMot be reoSnizd be.a@ it camot be measured reliably. The
Company dG not rsognize a contingent liability but dis.los its existene in the fim.ial statements.

A contingent asset is a possible asset that aris from pst 4ents ed whose existene will be onJimed only by the Nuten@
or non<rclrrene of onc or more uertain futue events not wholly within the .ontrol of the mtity. Contin8ot 6sets are
neiiher rNgnized nor dis.losed in the fiM.ial statments-

3.20 E.mings Per Sharc

The Company reports basi. d diluted earnings p€r share in a.o.dm.e wirh lnd AS 33 on Eamings per share- Basic EPS is
calculated by dividinS the net profit or los for the year attdbutable to equity shareholders (after deducting preferen.e dividend
and attributable tu6)by the weiShted average number of equity shar6 outstmdinS during the year.
The weighted average nmber of equity shares outstmding during the period md for all periods premted is adjGted for
evenLs, such as bonus shares, other than the conversion of poEntial equits/ shares that have changed the number of equity shares
outstandin& without a corresponding dtan8c in (5our€€5.

For calculating diluted caminSs Per shue the net profit or loss for the year attributable to equity shareholders dd the weighted
average nmber of shares oulstanding during the year ate adjusted for the ef{e.ts of all dilutive potential equity shares. Dilutive
potential equity shares are deemed converted as o{ the beginning of the pe.iod unless they have b€€n issued at a later date. In
omputing the dilutive earnings pe. share, only potential equity shares that are dilutive and that either reduce the eamings per
share or indeases loss per share are induded.

3.21 Forei8n (l,refl.y trmsactions

T.aNctioN in foreign &rencies are translated into the functional ouency of the Company at the exchange rates at the dates

Monetary assets and liabilities denominated in foreign cu.rmcies are translated into the functional currmcy at the exchange rate
at thc repodinS date and the resultant exchange diJferenc are recognized in the Statement of Profit md hss. Non-monetary
assets and liabilitiB that are measured at fair value in a foreiSn drrency a.e t anslated into the functioDal trrency at the
ex.han8e rate when the fair value was determined. Non-monetary assets and liabilities that are medued based on Orc historical
.ost in a foreign currency are translated at the exchange rate at the date of th€ trffiaction.

3.22 Cash-flowstatement
Cash flows arc rcported usin8 the indirect method, whereby profit before tax is adiuted for the effects of transactioni of non-
cash mture md my deferrals or accruals of past or tuture cash re€Eipts or payments. The cash flows from regular revenue-
generatin& investing and firucing activities of the Company are segregated-

3.23 Ledes
The Compmy has adopted Ind AS lr6.I-eases effective from 1st April 2011 using the modified rehospectiv€ method. The
Compey has aPPlied the stmdard to its leases with the cumulative impact r@gnized on the date of in ial applicarion.

the Compm/s lease as.set .lasses primrily consist of leas6 for buildings. The Compmy ,".€s.,,s whether a conrracr is or
contains a lease at the in@ption of a contract. A ontr.ct is, or contains, a lease iI the ontract conveys the riSht ro onrrol the use
of identified asset for a period of time in exchange for onsideration. To assess whether a .ontract conveys th€ righr ro onrrol
thc use of e idmtified asset, the Compmy ass€sses wherher:
(i) The contract involves the use or an identified asset
(ii) The ComPay hd substannally all of the emnomic benefits from the ue of the ass€t through the period of the leas€ and
(iii) The Company has the right to dire.t the use of the asset.

At the date of commencement of the lease, the Compmy rNsnizs a ri8ht of,use asser ("ROU,,) and a conesponding lease
Iiability for.ll lease anangements in whi.h it is a lessee, exept for ieases with a term of rwelve months or less (short-tem
L€ases) and teases of low-value assets. For these shortlerm and leases of low-value assets, the Compmy reoSnizes the lease
paymenrs as an operating qpeNe on a straighFline basis over the term of the lease.

The riSht of-usc assets are initially rccognized at si whi.h.omprise! the initial amount of the lee liabilty adiusted for
any lca* Payments made at or Prior to th. omen.ement date of the lea* plus my initial direct costs less any lease incentives.
They are subsequently at .ost less accumulated depreciation md impaiment losrs if any. Right-of-use assets are
depre€iated from the ate on a straiSht-line basis over the shorter of the
aco

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The tee liability is i^itially measured at the pesent value of the tuture lease payments. The lease Payments are dimunted
The lee
usinS rhe interBr rate implicit in rhe lease or, if not readily determiMble usinS ihe inoemental borrowinS rates.
Iiabi-lity is subsequenrly re,measured by inoesing the carryinS amount to reflect interest on the le6e liab iry, reducinS the
carrying amount to refle.l the lease payments made

A teaseliability is re-measured upon rhe oc.uroce of.ertain events such as a chuge in the lease telm or a chdge in an index
or rarc used to derermine tease paymenrs. The re-measurement no.mally also ad,usts the leased assets. Lea* liability and ROU
asset have been sepdately prGent€d in the Balance Sheet and lea* Payments have ben dassified as fimcing cash flows'

4 Signifi.ant a..ounting judgments, estimates, and as6mPtions

The preparation o{ {inan.ial sratements in confomity with thc Ind AS requir6 thc management to make iudgrents, estimates,
and assumphoG rhat affe.r rhe reported amouts of revenues, erpec6, 6sets, and liabilities and rhe accomPanying disclosure
and the dis.losure of sntingent liabilities, at the end of the reportinS period. Estimates and underlyinS assumPtions are
reviewed on an onSoing basis. Revjsioc to accounting estimates are re.ognized in thc Penod in whi.h the estimates are tevis€d
if the revisio affecrs only that pe.iod or in the period of the revision and tuture periods if the revision affe.ts both current and
turure periods. AlihouSh these estimates are b6ed on the managemenfs best knowledSe of current events and actioE/
uncertainty about thee ssmptions and estimates could result in the outcomes requiring a material adjustment to the carrying
amounts of assets or liabilities in tuture periods.

ln particllar, info.mation about siSnifi.mt deas of estimatiorL uncertainty, and critical judgmmts in applying a@unting
policiG that have the most significant effect on the momts qognized itr the finmcial statemmts is included in the following

4.1 Going Con.em

The financial statements of rhe Company are prepared on a going.oncem basis. Management is of the view that it is considered
appropriate to prepare these financial statements on a going Gmcern basis as the Compmy expe.ls to Senerate sufficient cash
flows from operating activitiG md used Iines of crcdit to m€et its obligations
in thc foreseeable tuture.

4.2 Business Model A6se6snent

Clallification and measurcment of financial assets depend on the Gults of the Solely Payments of Principal md Inter6t (SPPD
and the business model te!t. The Company determinG the businGs model at a level that eflects how groups of fimcial asets
arc managcd togcther to a.hieve a pani.ular businBs objective. This assssment includes iudSment reftecting all relevant
evidence includi^g how the performe.e of the dets is evaluated md their pe.formance measured, the risks that affect the
performne of the 6sets Md how these are managed, and how the managers of the assets are g)mpeNated. The Company
monitors fimncial assets measured at amortized cct or fair value throuSh other comprehensive in€ome that are deremgnizd
prior to thet matuity to understand the reason for their disposal and whether the reens are consistent with the objective ol
the business for whi.h thc asset was held. Monitoring is part of the Company's continuous asGsment of whether the business
nodel for which the reminin8 financial assets are h.'ld continues to be appropriate and if it is not appropriate whether there h6
been a .hange in business model and so a prospective .hmge to the classification of those assets.

4.3 Effedive Interest Rate (EIR) method

The Compmy's EIR methodology recoSnizes interest in.ome using a rate of retum that represents the best Gtimate of a @Gtdt
rate of rehrm ovcr the expcted b€havioural li{e of loans given and res,8niz6 the effect of potentially different interest rates at
various stag6 md other .haracteristics of the product life cycle (in.tuding prepayments and penalty intcrest md charg6).

This estimatiorr by nature, requirs m element of judgment regarding the expecled behaviour and life,cycle of the instruments,
probable fluduationr in collateral value as well as expected ch Ses to India's base rate and other fee income/expeN that are
integral parts of lhe iNtrment

4.4 tmpaiment of loans portfolio

Th. measuemetrt of impairment losses across all categories of financial assets requirE judgment, in pani.ular, the Etimation of
the amount and timing of tuture c6h flows and ollateral values when determining impairment losses and the assessment of a
siSnificant inoease in credit risk. The* 6timat6 de driven by a nmber of factorr €hanges in which €an result in difierent
levels of allowances.
reSularly review its models in the context of adual loss experience and adjust when

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4.s Contingef,t liabilitiet dd Ptovisions other thm ihPaim€nt on a lom Portfolio

TheComPmyoPeratesinareSulatoryandl%alenviromenttlut,bynaturghasaheightenedelementoflitiSationrisk
of business. wlen
inhcrenr to id operations. As a result, ft is invotv;d in various litiSation and arbftration in rhe ordinary course
rhe company .;n .eliably measure rhe outnow of economi. benefirs in relation to a specifi..e and oreiders such outflows to
the probability of outflow is considered to be remote or
ue probable the Company reords a provision agaiGt rhe case. r ,ihere
prjabte bur a reliabie stimate cannot be made, a ontirgent liability is dis.l@d. Given the subiectivity and mcertainry or
i*ernining tne probability md amounr of tossls, the Company takes into accomt a number of factors induding legal advica
thc stage o; the maner, md historicat evialene trom similar inodents. Signifi.mt judgment is required to @nclude th6e

4.6 D.finedemployeebenefitastersandli.bilities
The cost of rhe defined benef graruiy plan and the presmt value of the Sratuity obliSation are determined using acruarial
vatuatiom. An a.tuariat valuation involves making various assumptios that may differ from actual developments in the futur€.
These jnclude the deieminanon of the disount rate, future salary increases, and mortality rates. Due to the comPlexities
involvcd in rhe valuarion and irs long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptiom are rcviewed amually.

4.7 Iairvaluei€asurement
w}ls rhp fairvalu6 of financial assrs and financial liabilities Ecorded in the balance sheet cmot be measured bed on
quoted priq in active markets, iheir fair value is measured using various valuation techniques. The inpuls to these models are
taken {rom obseoable markets where possible, but where this is not tuasible, a degr@ of judSment is required in establishing
fair values. Judgments in.lude @trideratiofls of inputs such as liquidity risk, credit risk, and volatility. Chd86 in assumPtions
about thesc lactors coutd aIfe.t the reported fair value of financial istrments.

4.8 Otherestimates
Thcseinclude contingent liabilitier usetuIlives of tangibie and intangible ass€tt etc.

Note 5: Cash and Cash Equiv.lents and Bank Balan.es

Note 5.1: Cash and.ash { in Lakhs

2023 2022
7,559.94 1,758.67
Balances with Banks L21236_ 5,543.36-
Cheques, drafts on hmd
Iixed deposits with bank (original matuiity within a period of thre€ months
Total 3,772.30 7,n7.97

Note !.2: Bank balance other than ca5h and.ash { in Lakhs

As at March 31,
2023 2022
Fixed deposits with bank (mahnng after a period of th@ months) (Refer Note 5.2.1) 33,352.78 26,675.74
Balance in other escrow accounts
Unclajned Auction Surplus 223.24 103.90
Unclaihed interest and of Non-Convertible debentures Private Issue 35.52 59.05
Total 33,511.54 25,838.59

Note 5.2.1: Fixed Deposits with Bank6 to the extent held as security agairst the borowings, Burdtees, et..
< ir La-klls

2023 zou
Securiry {or boftowings 32,452.83 26,On.X
28.19 27.38

B co

/&
AEGISTEqEO

t1
F - 116
/< ofi 2022-23

Note L.1r Trade Re.aiv,bles I in Lakhs

a) Trade Receivables Coniidercd good - secured

b) Trade Receivables Considered good - uNecured t5.76 14.08
Trade Receivables which have a significnt infiease in oeditrisk
d) Tladc Receivables -.redit impaired 4.07
Total 19.83 14.08
Less: Allowdce foi impaiment loss 4.07
Tolal Nel Re.eivable 75.75 14.08

I itr Lakhs
As at March 31, 2023

1to2 2to3
Total
Undtuputed Trad€ Re(eivable
75.76 15,76
Considered doubttul 0.40 2.36 1.31 4.07
Dirputed Trade Rec€ivabl€

Considered doubtful
Go66 canying Amount 16,16 2.35 1.31 19.E3
Less:ECL'simplified
0.40 2.35 1.31 4.O7

Net carryins mout 15.76 15.75

a in Lakhs
As at March 31" 2022

1to 2 2to3
Total
Undiiputed Trad€ Rec€ivable
9.33 4.67 '\.32 0.02 14.08
Considered doubtful
Disputed Trade Reeivable

Considered doubttul
Glos6 .arrying Amount 9.33 2.74 0.57 1.32 0.02 14.08
Lcss IECL-simplified

Grcss €ryine Amout 9.33 2.74 0.67 1,32 0.02 14.08

Recon.itiation of impairment loss allowar.e on Trade E.eivables Cur€n.y: a in Lakhs

Impairment allow ce measured as per simplified approach

Impaiment.llowan.€ a6 per
March 31, 2021
Add: Addition durinS the year
(Less): Redu.tion during the year
Impairment allowanc€ as per Maich 31" 2022
Add: Addihon during thc year 4.07

2023 4.07

18
F - 117
{t 2022-23 I
Note 6.2: Other Receivables
lin Lakh6

a) Other Rec€ivables Coreidered good - s@red

b) Othe. Re@ivables Considered good - unsecured
Receiubtes fton Potoet Ce .ntiofl - Wind Mi
20.73 22.05
tu.eioables Others
47.45
c) Othe. Re@ivables which have significmt in.re& in Credft Rjsk
d) Other Receivablcs .rcdir
Total
20.73 69.50
Less: Allow for ihpaimenr loss on olher .e(eivables comidered
ce
20.73
Total Net Other Re.eivable
59.50

2023
{in Lakhs

Less than six 5 mof,ths 2to3

Total
Estimaled total Brcss carrying dount 20.73 20.73
Less: ECL - simplified approach
20.73 20.73
Net

2022 { in Lakns

Less thd 6il 6months 2to3

Total
Estimated tolal goss .arrying amount 69.50 59.50
Less: ECL simplified approach
59.50 59.50

loss allow,n.e on other re.eivable:

Impairment allowane mcasured as per sihpliied appr@.h

Impairment allow ce as p€r Mdch 3r" 2021
Add: Addition during rhe year
(Less): Reduction durinS the year
Impairment atlow c€ as per Maich 31, m22
Add: Addition duing the year 20_73
(Less): Reduction durin8 the year
Impairment allowdce as pe! Malch 31, 2023 20.73

(i) The* re.eivable" ue non-interest bearin8 and shorr,term in narure

(ii) Impairment provision h6 been made for doubttul debis.
(iii) None of the trade and other receivabl* is due from direcro* or other offi@rs o( the company either sevcralty or
iohrly
with any other person. Nor are due frcm finns o. private ompaniG respe.tively in which any diiector is a parrner, a
directoL or a member.
(iv) Simplified approach for thde dd othq re.eivables
Thc Company follows 'simplified approach' for reogn ion of impaiment toss allowance on rrade md other
receivables. The application of simplified approach do€s not require the Compmy to back ch gs in oedit risk. rr
re$gnises impairm.nt loss allowan e based on lifetime ECLS at each reporting date, right from its
At every reporting datc, the historical ob*red default rares are updated for.hanges in the
gC

r{\
l9
F - 118
 2022-23

ThroughOther IGE l
Deignated at fair value through prcf1t or Sui'.tot
C6frrrehensive Inome
4 4,5r')23t 4,A4,9J2,3t
9,92 9.92
iii) Mi.ro Finance Loans 83.34 83.34
6,192. 6,t92.
13.50 13.50
r65.15 165.15

6,397.52
4,84569,06
(B) I) securcd by tr8ible asst6
484,502.31 4,U,il2.3t
t92.36 6,t92.%
4,90,694.67
t25.76 6,125.76
434,564.97 4,811,564.91

9.92 9.92
ii) Micrc finance Lens 83.34 83.34
13.50 13.50
165.15 165,15
277.91
271.?6 27 t.76
0.15 0.15
4,44,569,06 484,569.06

4)0,966,54
4,90,955.54 490,956.s8
6.397,52 6,397.52
Total (C) (I)- N.t 4,44,569.06
(Il) Lo.E outside India

Total (C) (III Net

Toral (c) (r) dd (c) ([) //i=t-\
^ .,.., eo;;;,\ 4,U,559.M

F - 119 20
r&,
Annual

Desi8Mte.l at fii value ihrouAh prcfir or lo$ Sub-rotal

3,96,@0.77 x,96,@0.71
507.35 507,35
528.56 528.56
iii) Mido Findce Lo s 116,33 116.33
6,344.61 6,344.64
16.13 16.13
10.57 747.52
4,04,341.24
3,616.24
7E.OO 4,@,72s,@
(B) I) Seored Dy tn8ible 63et!
3,96,640.71 3,96,640.71
6,344.64
4,03,02s.35
3,214.54 3,21A.54
Tot.l {I) - Net 3r9,806,81

507.35 50235
528.56 528.56
iii) Micrc FinaneLoffi 116.33 116.33
16.13 16.13
147,52 t47.52
1,315.89
397,70
918.19 918.r9
Tot2l (B) (I+II) - Nei 4,@,725,00

4,04,34t.24 4,04,34124
4i4,347.24
3,616.24
Total (c) (I)- Net 4.@,725.00

Toral (c) (II)- Net

Total lc) (I) md (Cl ([l 4,@,725,@
()
F - 120 21
a< Annual Rcport 2022-23

Note: (i) Pleae refer Note 38: Related Party Disclosures for detaits of loaro Biven to Related Pa ies
(ii) Ihere are no loans measured at FVOCI or FVTPL or desiSnated at FVTPL.
CEdit Quality oI Loan A6set6

prsented are gross of impairment allowances. D€tails of the Company's internal FadinS system are explained in Note 41.
{ in Lakhs

2023

i: StiSe 1 Sla8e2 Stage 3 Stage 2 3

4,64,525.U 4,64,525A4 3,7238u.05 3,77,144.05

5,t581; 5,158.17 5,667- 5,667.%
7,121,U 7,721.44 23t)5.95 2,305.95
Past duebul not impaired 6,$6.@ 6,4M.64 9)29.n 9,329.71

?,754.45 7,754.45 9,650.11 9,69J.L1

Tolal 4,64,58.44 7Afi629 7,754.a5 4/90.96r.8 3,n,i!Il,in' 17i0rn| 9550.17 4,M,a4124
EIR oI SeM(e charges rRived
'npacl
Cmss .arrying anount .loring balance net of ErR inpact of .enice
4,64,525.M [,546.29 7,754.45 4,90,955.54 3.77)44.05 17,38.04 9,650.11 4,04,347.24

ECL allowuc€s is, 6 follows:

Slage ! Siage 3 Stage2 Strge 3

Crc$ orrying anount

3,77,384.05 12303.08 9,650.11 4,04,341,74 3,11,238.13 31,688.29 4,049t7 3,50,975.89

New asts ondMted or pur.hasd t4,u,475.54 445.55 14,35, 1,73 9,56,108.13 Lr4o.72 9,57,24425
As*ts deBognied or repaid(qcluding write offs and
(\3,27,3t6.60) 1r7,259.r7) (4,160.02) 03,44,n5.79) (&70,912.s3) (30,226.03) (2,743.67) (9,m,882_23 )
in.lud6 interesr a.@als adj6ted)

Qo,at.59l 20,42L.59 (19,045_01) 19,045.01

o,n9.21) 7,779.21 13,204.19) 3,204,1;_
lo.o) \0.o)
4,64,525.44 754.35 965.58 7? 11
EIRi
ctu3s .atrying anount .l6ing b.lane
4,64,525,44 1&586.29 7,754,45 4,90,96E.54 3,n,r8a.05 1Z!03.08 9i50.11 4,M34r24

o tl F - 121 22
o,
 Annual Report 2022-23

Recon.iliation of EcL bale.e is

2023 2022
Stage 1 St.ge 2 Stage 3 Sta8e 1 Stage 2 Staae 3
Total

ECL allow op€ning balance

ce - 7,323.19 317.53 1,975.42 3,61,6.24 1"085.59 397.19 1,656,73 3,149.51
New assets oriSinad or purchased 4,961.97 32.32 3,592.66 8,586-95 3,341.11 459.47 3,314.74 7,174.72
Assets derecognised or repaid
{excludinS write offs and includes interest (4554.41) (421.84) 1r,193.75) (6,170.N) (\ee8.19) (924.05) \1,706.57) (5,628.81)

TraNfers to Stage 1 (52.32) (158.6s) Q\4.97) (s3.66) 71.92 \1,589.6?) 11,571.36)

Transfers to Stage 2 \67 -64) 406.87 339.23 (48.90) 349.77 3m.n
Transfers to Stage 3 (21.15) 43.02 214.20 236_07 (2.76 (36.07) 290.74 251.91
Impact on year-erd ECL of exposures tra$ferred betwen stages duin8 308.59
255.45 50.37 2A54.46 2,781.24 237.@ (79.s5) 455.73

Ahounts sritten off

ECL allowd.e -.losins balMce 1_589_64 378.00 4.429.8a 6_39752 7 19 317.63 1,975.42 3,615.24

Note 8: Other

1,360.33 1,338.45
Total 1,36033 1,338.45

Cur€n.v: ain L.khs

Note 9: Cun.nt tax assets (net)

2022
Income tax retundable
994.75 1,562.56
Ptooisiofl ht the yen 74,188-73 lakhs (31 March 2A3 A,762.33 lak],ll
Total 994.7s

/&
NEGlsTENEO
t.

F - 122
{6. 2022-23

Elechi.al Totat
Land Building Fittin8s

Gross blo.k- at co6t

8,560.32 L76A.s3 576.N 393.65 Lalr.62 22,292-90
Deemed cost as at APril 01, 2021 8,507.60 683-18
169.38 4.50 9.13 128.30 978.78 36.49
607.47
4.72 1.58 13.55 79.25
Disposals
8,il7.60 9,163.67 '\,92433 580.50 402.n 7,926-37 23,192.43 36.49
Ar at Mar.h 31, 2022 683.18
826.05 255.77 7_65 141.34 1,230.81

243_87 222.36 627.O2 37 -37 1,t30.o 36-49

Disposals
A6 at M.rh 31" 2023 8,263.73 460.82 9,362.70 z,lu.to 580.50 410.rt3 L030.34 23,292.62

A.cumdated Depleciation
195.29 245.52 1,€9.51 10,014.62
tu ar APril 01, 2021 274.98 6541.81 1,227.57
28.84 568.77 150.93 48.53 32.84 797.96 1,027.87
Charge for the year
4.72 1.55 72.87 18.54
Disposals
318.36 '\,674.60 77,023.95
As at Ma(h 31, 2022 303_82 7,106.46 1,376.89 243.82
m.94 sn.65 168.45 43.10 26.53 161.05 997.72
593.01 35.41 744-AA
Disposa16 116.38
Md.h 31" 2023 208.38 7,091.10 1,545.34 246.92 u4.89 1,800.24 11,276.87
As at
N€t Block
2022 379.36 .27 551.44 336.68 u.42 25Ln 12,1@.44 36,49

252.44 2,U1.@ $4.76 293.5E 65.54 230.10 12,015.75

As at March 31, 2023 4,263.73

(i) All title deeds of immovable ProPerties aie held in the name of the ComPany

(ii) No revaluation of any class of asset was carned out during the year.

in iated agaist the company for holding any Benami ProPrty under the Benei Transactions (Prohibition) Act, 1988
(iii) The Company does nor have any pro.edings penating or

(iv) Charge by Income rax Department - I 10,80,9r,6%/- filst char8e on wDV of Fumiture and lixtures by Income Tax DePartment as Ps 281 order

(v) charse for Debt Se.lrities - The principal amount of ihe Seored NCDS allotted in teim of va,ious issue of NCDS UPto XIIIth tranche, together with aU interest due
NCDS, as well as all costs, .harges, all fees, rmuneration of Debenture Trustee md exPenses payable is seored bY way of
first ranking pari Passu charge with the Existing
of our Company equal to the value I time of the Secured NCDS outstanding accrlled thereon and first
Seclred Creditors on all movablc assets, both
No.41118C) New
ranking pari pa$u charge on the immovable Nagappattind Dist. Kelvelur Talulg Velar-kanni ViIaSe, Tamil Nadu Mair
No.41/18C l Full extent in150sq. met

F - 123 24
{K 2022-23

ThePrinciPalamoutoftheSeoredNCDSallottedintermsofxrythandxvthtranchesofPublicissueofNCD5,togetherwith
a1 interesi due on rhe Seclred NCD., as well as all ccts, char86, all fe€6, remuneration of Debenture
Truste and exPenses
PayableissecuredbywayorfirstrankingpadPassuchargewiththeExistinSsecuedCredito6onallmovableassets
Lakhs ) both Pr6ent and tuture
Li.r"ai"e "h*g" o" G" -iitten down value of furniture and fixtures to the extmt of <1,080'e2 pari
.r .". c,,ip,"i .q"ar t" *,. value 1 time of the seored NCDS ourstandinS plus interest accrued thefeon md ffret rai*ina
pu""" ." *," i^-ovable property s uated ar NagappattiMm Disr. Ketvelur Taluk, vela.kanni village, Tmil Nadu-
"r,-j"
Main Road W6t, R.S. NO.(OLD No.41l18C) New No.41,rl8c-1 lull ertent in 150 sq met

ThePrinciPalamomtoftheSefuedNCDSallottedintermsofxvlthtoxxvlthtranch6ofPublicissueo{NcDs,tosetherwith
qpej1g
aI intelesa due on rhe sedred NcD, as well as au cosrs, charSes, aI fs, remunerarion of Debenrure Trusree md
payableinissecuredbywayoffirstlankirsPariPasucha,sewiththeExistingsecuJedCreditorsonatlmovableassets
Lakhs), borh Fesent md tuture
i"*a,aing "t -g" on tl," *ritte'n down value of furnitwe and fixtures to rhe exrent of {1,080.92
of ou! Company equal to the value 1 time of the Secured NCDS outstandinS Ptus interest ac'rued theron'

(vi) Charge for Borrowings PariPdsu floating charge on movable assets.

Note lo.l Capital work in prcgress

cwlt {in Lakhs
2023
cwlP .{mout itr CWIP fo! a period of Total

Proiects temporarily supcnded

Total

A! at Mar.h 31" 2022

cwIP Total

36.49 36.49
Proiects temporarily suspended
Total 36.49 36.49

(i) The Compmy dBnot have any Capital-work-in proSr6s whose comPletion is overdue
(ii) the Company do€s not have y projects where activity has ben susP€nded

Note 11: Ri8ht of use assets

lin Lakhs

Deemeal .ost a at April01,2021 6031.15

1,877.29
1,071.83
Net carrying amount B at Mfth 31, 2022 6,430.52
2,337.35
Disposals 7,632.t2
Net (a!ryirg amount as at March 31" 2023 zs3s.8s
A.cumulated Deptedation
As at April 01, 2021 2481.O3
Charge for the year 1,718.42
989.53
Net.arrying mout as at Marh 31, 2022 3,1O992
1,861.00
-t,344.94

Net carying arnount as at Malch 31, 2023 3,5U.94

Net Block MFr
Net amount as at Md.h 31,2022 3,720.70
Net dout as at Mdch 2023
*No revaluation of right ol use asseLs was

F - 124 25
rd
Annual R 2022-23

Note 11.1: Lease Liabilities t in Lakhs

2022
4,163.59 3,911.13
4,153.s9 3,911.13

11.1(a) Maturi sis of lease liabilities a i. Lakhs

2023 2022
'!,,591.17 t,453.66
'1,152.42 1,003.78
668.75 620_il
3 to 4 years 328.80 400.94
4 to 5 years 764-24 232.94
258.27 r99.51
Total 4,153.59 3,911.13

ised in the Saatetrent of l,rofitmd toss { in Lakhs

2022
Depreciation charSe of right,of,use s*ts (included in depreciatioo amo.risarion and impaimenr) 1,861.00 7,71a-42
lnterBt expense (included in financ. osts) 454.96 431.51

11.3 cairs orlosses arising from 6ale and leaseba.k hansa.tions

11.4The total cash outflow for leases durin8 the yed 2,\43.31 2,$138

11.5 Lease Dis.losuie6

In the statement of profit md loss, opqating leas€ expenses which wcre recognised as orher expeN6 are now re€ognised
as depre.iation exPen-se for the riSht{f-use asset and finme mst for interest accrued on lease liability. For the year ended
March 31, 2023 this rBulted in reversal of rental expenses of I 2,143r hlh and a charge of { 1,861.m hkh towards
deprNiation of right of use asset md interest charge of { 454.% Lakh on lease liabilfty

Ior in the
2023
The weiShted average incremotal borrowing ratc applied to lee .lt,.3g%
liabilitiB reo8nized in the balane shet is: 9.W7o

The Company has not availed the option for dlargiry off of rental related to short+em l€ses and leases of low-value
assets. All leases have been oNidered for the determination of lease liability and Right of use assets.
The Company's leases mainly comprise of premiss used for branch operarions.

Note 12: Other C lin Lalh6

Compoter Total

Deemed cost 6s at April01, m21 722.67 2.15 300.55 425.42

19.01 19.01
Disposals 4.26 o.26
Net canying mout a5 at March 31, 2022 LU.67 1.90 319.55 444.17
64.46 64.46
Disposals
Net carying mount a! at Mdh 31" 2023 122.61 1.90 344.12 508.63

43.71 1.33 719.24 164.24

Charge for 15.56 0.19 46.08
tco
o.26 0.26
Net M 31,2022 59.2? 7.26 210.10
REGISIENEO

F - 125 26
/< ortm22-23

12.25 0.18 32.77 45.20

Net.arrying amout as at March 31,2023 71.52 1,44 1A234 255.30

Net Blo.k
mout as at Md.h 31, 2022 53.34 0.64 170.@ 234.07
moutasatMdh 31, 2023 51.09 0.45 20\74 253.33

(i) The Company does not have any irtanSible assets unds develoPment
(ii) The Company has not revalued its intangible 6sets during the year

Note 13: Other Non-Finan.ial Assets

2022
Se.urity Deposits with goverment authorities 252-2:7 2.il.57
Balances withBovermcnt authorihes 3U.29 772.52
7,724-02 7,47546
Advan@ A@ut and Other Deposit-s 332.37 348.43
3.98 3.02
'12.67
Other non-fimcial 6sets 13.75
2,670.68 1,963,07

Note 14.1 Trade Payables

{ in Lakhs

(i) total outstanding dues of micro-enterprises d small mterpris 113.61

(ii) total outstandjng ducsof cr.dilors other than micro-enterprises and small 6-94 727.6
Total 5.94 2q.70
Bed on the infomation available with the Compey, none o( the suppliers to whom the ompany ows paymet have
confirmed their r€istration under "The Mioo Small and Medium Enterprises Developmenr ('MSMED') A.t 2006". Accordingly,
no dis€losures relatinS to principal amounts unpaid as at the period ended March 31, 2023, to8ether with jnterest paid/payable
are required to be tumished.

lin Lakhs
A6 at Marah 31, 2023
OutstandinA for followins periods from the due date oI pavinents
Total
(i)MSME
(ii)others 3.56 3.38 5.94
(ii ) Disputed dues -MSME
(iv) Disputed ducs Others
Total 3.55 3.38 6.94

t in Lakhs
As at Malch 31, 2022
Outstandine for Jollowinp eriodj from the due dateofDavm€nls
Total
(i) MSME 113.61 113.51
(ii) Othcrs '102.81 0.07 0.83 23.38 127.09
(iii)Disputed

21,5,42 o.o7 0.83 240.70

F - 126 2',1
/_{ m22-23

I in Lakhs
Note 14.2: Other Pa
March

(i) total outstandinS dues of micro mterPrises d smll enterprises 96.16 LN

i"g dues ofcreditors otherthan mi.ro cnterpriscs a nd small enterplises 670.i8 7A-X
Total
705.a9 144.67

The Compmy does not have any traroactio6 with any omPanies struck off md€r section 248 o( the ComPmies Act 2013

Note 1s: Debt Securities

lin Lakhs
31,2023
fair
Cost Total

seored Non-convertible Dcbentlres*

(Refer notc 15.1)
Se.ured Non'Convertible DebentEes -Listed* L38, 6.31
2,38,il6.31
Refcr note 15.2)
Total (A) 2,38,505.31 2,38,505.31
Debt s{rtritis in India 2,38,506.31 2"38,506.31
Dcbt secu.ities outside lndia
Total (B) 2,38,505.31 2,38,5053r
t in Lakhs
As at Mar.h 3r,2022

rhrough prcfit Total

Secu.ed Non-Conveltible DebentGs*

(Refer notu r5.1)
Setred Non-Cotrvertible Debentutes -Li6ted* 2,23,564.73
2,n,564.73
(Refer note 15.2)
Total (A) 2,23,554.73 2,23,564.73
Debt seoritiB in India 2,23,564_73 2,23,564.73
Debt se.lrihes outside India
Total (B) 2,23,564.?3 2,23,554.73

Thc principal amount of the Secured NCDS allotted in term of various irmches of public issue of NCDS Upto xlllth tran he,
togcthcr with all interBt due on the Secured NCDS, as well as all costs, .harges, all fs, remueration of Dcbmture Truste€ and
cxpcnses payable in respect thereof shall be secured by way of first ranldnS pari p6su drge with the Existing Seftred Creditors
on all movable asseb, includinS book debts and receivablE, .ash and bank balmces,loais and advancee both pres€nt and tuture
of our Company equal to the value 1 time of the Se.ured NCDS outstanding plus interest accrued thereon and first ranking pari
passu ch Se on rhe imovable property situated at Nagappattinam Dist. Kelvelur Taluh Velarlmi VillaSe, Tamil Nadu-Main
Road West, R.S. NO.(OLD No.4U18C) New No.4U18C-1 Full extent in150 sq. met

The prin.ipal amout of the Se.ured NCDS allotted in terms of XIVth and XVth trm.hes of public issue of NCDS ,together with all
inte.est due on the S€ored NCDS, as well s all Gts, charget all fees, remuneratjon o{ Debenture Trust@ and qpcNes payable
in re.pect thers{ shall be se.ured by way of first ranking pari passu cha.g€ vrith the Existing Seered Creditors on all movable
assets (elcluding charge on the written down value of turniture and fixtures to the extent of {1,080.92 Lakl$ ), includinS b@k
debts and receivabler cash and bank balances, loans and advanes, both present md future of our Company €qual to the value 1
time of the Secured NCDS outstanding plus inter6t accrued thereon d ftst ranking pari passu charge on the immovable
property situated al Nagappattinm Dist. Kelvelur Talul, Vclar*arui Village, Tamil Nadu-Main Road West, R.S. NO.(OLD
No.41/18C) New No.4YEe:{BU€xtent in 1s0 s
/lu9llt
The principal
"^&h)t{$e;fuo" n,* * ,".-" of xvrh to xxvlth tranchs r r*r- (toserher
with

o F - 127 28
o
*
 ( Fr*9::S,jtd. on202?-23

all inreresr duc on the Se.ured NCDS, as well as all osts, charge6, all fees, rcmuneration of Debenture Truste md exPenses
payabre in respec hcreof shall be se.ured by way of 6rst rar*ing pari psu .harge with the ExistinS Secured Creditors on all
novabte assets (excluding charge on the written down value of funiture and fixtures to the extent of {1/080.92 Lakhs), in.ludinS
book dc,bts and receivables, csh and bank balanc.s, loans and adv ces, both Present and tuture of our ComPanv equal to the
valDe 1 time of thc Se.lred NCDS outsianding Plus interBt accrued therm .

The company has reported m outstanding amout of 125.55 lakhs as upaid (mclaimed) matured debentur€s and unPaid
(unclaimed) interest lor the reportinS finecial year.
*Ex.lud6 uclaimed mahred debentures which is shoM as a Part o{ olher finarcial liabiliti6 in Note 18
**In.tudes EIR impact of traNaction cost

Note 1s.1 Se.ured Redeemable Non-Convertible Debentures-Unlisted

a in Lakhs
Reden?tion Inter€stRate
Sl. No
2023 2022 P€riod
KSB II Feb 2011-lun 2011 Feb 2015 - lun 2015 2.00 48 Months 12fr%
KSA [t Oct 2fir - Mar 2012 Oct 2015- Md 2016 0.50 15.63 tl8 Months 7230%
KSB IV Mar 2012- Feb 2013 Feb 2016- May 2018 30.12 34.12 36 66 Months 12%-72.&%
KSB V Mar2013 un 2013 Mar2016' 20t6 1.50 3.90 48 Months r2.00%
Sub Tot.l 32.72 55.55
Less: Un.laimed Matured Non{onvertible
Debenture and Interest thereon shown as a part of 32.72 55.65
Other FiMn.ial Liabilities
Total

Note 15.2r Sedr€.iRedeemable Non-Convertibl. Debetrtlres - Public I6sue & Listed

the principai mount of outstmdinS Secured Rede€mable Non<onvcrtible Listed Debentures raised through Public lssue
stood at <2,18,995.55 Lakhs (March 31,2022: a2,01,120.22 Lakhs).

NCD Matudty Date

2023 2022
NCD 16 KILPSO3 0610s12019 05lo5/2o22 5,X4.42 36 Months 10.00%
NCD 16 KILPSO4 a610512019 05lo5/2o22 5,446.26 36 Months 7052%
NCD 10 KILISOT a9lo5l2o77 07lo5l2o22 2,2t8.20 60 Months 10.00%
NCD 12 KILLSO6 aslo]/2018 07/0512022 2,6n.2A 52 Months 9.81v.
NCD 22 KILVSOl 29lMl2O21 03M/2O22 4,651.38 400 Days 8.00%
NCD 6 KFLFSOT 't5/02/2016 t4/06/2022 2,321.49 76 Months 11.50%
NCD 6 KILFSO8 1510212016 14M/2022 3,410.29 76 Months 1r.57%
NCD 17 KILQSO3 21/0812079 20lO8nO22 9,219.49 36 Months 10.00%
NCD 17 KrLQS04 27/08/2Or9 20lwno22 6,027.U 36 Months 10.52v"
NCD13 KILM506 23/04/2078 22lMl2O22 2,295.85 52 Months 9.87v.
NCD 11 KFLK.SOT 29108120t7 26M/2O22 3,611.75 60 Months 10.00%
NCD 14 KILNSO5 24M12078 2iMl2U2 5,050.48 48 Months 70.671,
NCD 7 KILCSOT 0910612076 08lru2o22 't,235.37 78 Months 77.73./.
NCD 7 KILGSOS a9/0612076 08ll2l2o22 3,968.49 78 Months 7725%
NCD 18 KFLRSO3 7011212019 09/t212o22 7,684.29 36 Months 10.00%
NCD18 KFLRSO4 1Ol1"l2Ot9 @/1212022 5,264.70 36 Monitu 70.52vo
NCD 15 KILOSO5 31lt112079 30nll2O23 2,O0.52 48 Months 10.67%
NCD 20 KILTSO2 74/7O/m2O fil04no2s 2,960.56 30 Months 9.50%
NCD 20 KILTSO3 74/1O/2!2O BMnO2s 4,213-55 30 Months 934%
NCD 13 KFLMSOT NMru18 27M/2O2j 4,q2.47 60 Months 10.00%
NCD 22 KILVSO2 29/04/m27 28Mn|2s 7,259-6a 24 Months 8.50%
NCD 16 KFLPSO5 o6/$/mr9 05lo5l2o2j 3,174.88 2.464.74 48 Montk 10-57%
NCD 23 KFLWSOl 3OM/2021 29n5/2O23 615538 5,684.10 20 Months 8.30%
NCD 21 KFLUSO2 231O112021 22lO7lm23 7,2@-07 1,260.07 30 Months 925%
NCD 21 KFL 221071m23 4,206.64 3,U7.30 30 Months 9.U%
NCD 17 -t9lo8l202i
9 4,922.46 4,447.87 '10.67%
NCD 19 2810812023 10,367.79 '10,367.79 39 10.00%
NCD 19 281081m23 4,852.61 4389.91 10.54%

P
F - 128 29
r'& tt m22-23

7510912023 47sO.31 4o0 Days 7.fi%

NCD25 KFLYSOl 71,10812022
24lWl2O18 221CE12023 207.56 201-56 60 Months 10.2sL
NCD14 KFLNSO6
291C91"023 2"AL67 2"421.67 24 Months 8.50%
NCD 23 KFLWSO2 3010,12021
78lUl2O22 1717012023 9,997.26 18 Months 8-04%
NCD 24 KFLXSOl
70174m19 $11212023 4,766.29 3,764-& 48 Months 70.67L
NCD18 KfLP!S05
NCD 20 KILTSO4 r4/rolxm 7U0t2024 9,708.93 9708.93 39 Months 10.00%

NCD 15 KFLOSO6 3UOUZO\9 3010112024 439.63 !139.63 fl Months 10.00%

NCD 9 KILISOS olluzlzotT 311$1m24 3,423.29 3,100.53 84 Months 10.47yo

NCD 20 KFLTSO5 ulto/mm 7Ac,4'2024 1,170.51 1,065.36 42 Months 9-87./"

NCD 21 KFLUSO4 23hU2021 22lMl2OZ4 14"897.62 14,897.4 39 Monds 10.00%

NCD22 KFLVSO3 29lUl2O27 28/0412024 7t7-97 717.97 36 Months 925v.
NCD 22 KTLVSO4 29lyl2o2r 28104/2024 2,887.47 2,U1.54 36 Months 9.31%
NCD 16 KILPSO6 06/052019 M1052024 383.84 383.84 60 Months 10.00v.
NCD 19 KFLSSO5 291O5/202O 2810512024 4,201,.40 3,796.33 48 Months 70.67%
NCD26 KFLZSOl 7610u2023 bMl2a24 3,274.13 18 Months 8.00%
NCD 17 KFLQSO6 2|0812Ot9 zolM/2024 u2.34 642.34 60 Months 10-00%
NCD 23 KILWSO3 3OMlmzt 2910912024 303.67 s03.67 36 Months 9.m%
NCD 23 KFLWg]4 3OM/2021 29lW12024 4,759.79 3,79A-A9 36 Mon$s f.il./.
NCD22 KFLVSOs 29/ 12027 2811012024 10,321-A7 70,321.47 42 Months 10.00%
NCD20 KFLTSO6 1411012020 1311212024 2,549.75 2,U9.62 50 Months 10-22%
NCD 11 KILKSO8 2910812077 271121m24 2,266.23 2"067.89 88 Months 9.97./"
NCD 26 KILZSO2 76/07/m23 1510u2025 982.31 24 Months 825L
NCD21 KILUSO5 23|OU2O21 2210712025 4,593.72 4,150.83 48 Months 70.67%
NCD 23 KILWSO5 30109/2027 2910312025 13,583.84 13,583.84 42 Months 10.00%
NCD 24 KFLXSO2 18lUl2O22 77/Ml2A25 2,45',1.70 36 Months 8.75%
NCD 24 KFLXSO3 18lUl2022 17lo4/202s 4,494.N 36 Months 9.fi%
NCD 22 KILVSO6 29/04/2021 28lytm2s s,676.21 1128.95 48 Months 70.67%
NCD 18 KILRSO6 rcnumr9 0910612025 707-59 639.74 66 Monttu 70.71/.
NCD26 KFLZSO3 761O1/2023 1510712025 1,719.77 30 Months 8.49%
NCD25 KFLYSO2 1UO8l2O22 7010812025 '1,454.72 36 Months 8.50%
NCD 25 KFLYSO3 1U0812022 10/0812025 6,220_64 36 Months 9.00%
NCD 13 KfLMSO8 231M12018 ?2lNl2025 2,649.30 2,470.43 88 Months 9.91%
NCD 24 KfLXSO4 7810412022 '\7110/2025 2,670.70 42 Months 9.2sv.
NCD 19 KILSSO6 29/05/2O2O 28177pn25 1,118.20 1,010.02 66 Months 10.71%
NCD 23 KTLWSO6 $Ml202t 29n!2I25 3,0n.26 2,791.92 50 Months 1022%
NCD26 KFLZSO4 76n7/202i 1510112026 3,373.91 36 Monthj 9.00v.
NCD 25 KFLYSO4 1U0812022 ]0la"l2026 952.44 42 Months 9.Nv,
NCD 25 KFLZSO5 16lOU2023 t510412026 4"294.57 39 Months 9.25%
NCD24 KFLXSOs 18lMl2U2 t7Ml2O26 2,255.16 48 Months 9.fi%
NCD 21 KFLUSO6 23lO|2O2t 22n7/2026 1,475.64 7,332.92 66 Months 10.71%
NCD 25 KFLYSOs 1|0812022 10lutz026 '11,474.34 48 Months f.ilv.
NCD 24 KFLXSO6 78/04/2022 77170/2026 2,806.58 54 Months 9.43%
NCD 18 KILR,SOT ro/12/zor9 09l72lm26 1,029.30 1,029.30 84 Months 1025%
NCD 18 KFLRg)8 10/ \212019 0911212026 3,244.',12 2,938.25 84 Months 10.41,/.
NCD26 KFLZSO6 16lO-12023 151011202:7 10,356.59 48 Months 9.50%
NCD25 KFLYSO6 77n812022 70/AA20Z7 2,839.26 54 Months 9.43%
NCD24 KFLXSOT 't81u12022 t7Ml2O27 11,832.!t5 60 Months 10.00%
NCD 26 KTl.]2fl7 1610u2023 15lO7lxt7 2,207.36 54 Months 9.43%
NCD 25 KILYSOT ru0f/m22 nlo8lm27 276.87 60 Months 9.25v.
NCD23 KILWSOT 30M12021 2910912027 31.22 31.22 72 Months 9-U)%
NCD 20 KFLTSOT ]4llolmzo 73l7Ol20v 1,330.15 1,330.15 84 Months 10-:25%
NCD 20 KFLTSO8 1411012020 13110120?:7 2310.03 2"@2_23 84 Months 10.41%
NCD 23 KFLWSOS 301c9t2021 29M12028 1,983.38 1,796.37 84 Months 10.41%
NCD 24 KFLX5r08 18lUl2O22 17/0812029 3,@2.24 88 Months 991%
NCD25 KFLYSO8 7110812022 1011212029 2,571.63 88 Months 9.97v.
NCD 25 15/0s2030 7,979.94 88
Sub Total 922.72 .52
Less: EIR 476.47
Total 2385,05.31 2,23,564.73

F - 129 30
/<L 2022:23

(other than debt secu;ties) lin Lakls

throu8h profit
Cost

94,664.24 52s88.54
L5,796.\6 7,O25.49
(II) Lods rep.yable o! deMd
Working Capital Demmd Lod 42,5n31
55,469.33

Cash Credit/OverdraJt f acililats

24,7il.57
(ii) frcm other parlies
Total (AXI+I[) 7,9322,.35 1,3\,944.31
1,93,222.36 7,3t,944.31

Total (B) 1,93,222.36 1.31,944.37

(t) BotuwinSs in India 1,93,222.36 7,31,944.37
(II) Borcwings outside India
Tolal (cxl+Il) 7,93,222.36 1,31,944.31

(i) Our Term Loans, Cash Credits, and WorkinS Capital dmand Loans are secured by paripassu floating charge on movable
assets, orrot 6sets/ b@k debts, loaN & advms, induding cash md bark balarces, md the existinS Se.ured Creditors. The
loans are also Suarmt@d by the personal gua.antee of Mr. Mathew K Cherian - Megin8 Dtector of ihe Compmy, M6. Laila
Mathew - whole Time Director of the Comp y, Mrs.lilu Saju Varghese - Director of the Company, Mrs. Milu Mathew, and
Mrs. Bala Mathew - Relativ€ of the director as per the terms mutualty agreed with the respective lender bark. ln addition to the
prope(ies of tne Company, the properties of the Directore of the Compey -Mr. Mathew K Cheria& M6. laila Mathew, and
Mrs. Jilu Saju Vughe*, Properties of relativG of Dircctors of the Company ' Mrs. Milu Mathew and Mrs. Bala Matlrcw and the
properties of Kosamattam Builders A partnership fim where ME. Jilu Saju VdShese md Mrs. Milu Mathew are partners
have also been providrd to State Bank of Indi4 South Indian Bank, Karur Vysya Bank and Dhanlaxmi Banl as GJlateral
searity, on the basis of a8reoent qeated with the respective banks.

(ii) The Quuterly Statements of crrent 6sets filed by the Compmy with banks/fimcial iEtitutions are in agreement with
books of acosts of the Company

(iii)Tcrm loans werc tully uscd for the purpose for which the same were obtained. The Comp y has not defaulted in payment
of principal and interBt during the year and as at balance sheet date

< in Lakhs

Tcnure (iron thc dai. ofBalance Shcei)

2023 2022
g.fr% - 73v. 64,824.55 28,255.52
f .ilL - 13% 30,949.54 22,653-27
2 to 3 years f .il% 13% 13,426.27 9,763.74
950% - 73./. 1,fi7.50- 3342.50
950% -t3% 560.m
MFi f .il% -13%
Total ,60

F - 130 31
bAcc
LA 2022-23

Note u: Subordinated Liabilities ain Lakhs

D$igrated at
At Fair value
AnotdzedCost throuBtprofit Total
through profit
orloss

Others
Unsecured
Instflfent (Refer note 17 1 ) 467.63 467-63
Perpetual Debt
27,649.93
Subordinated Debt- Listed" (Refer note 17 2) 27,649-93
Suborahnated Debt- Li6ted" (Rcfer note 17.3) 1,$8.50 1,908.50

Total (A) 30,025.05 30,026.06

Subordinated Liabilities in lndia 30,026.06 30,026.06

Subordinat d Liabilities outside India
Total (B) 30,025.06 30,026.06

Desi8nated at fair
through profit Total
Cost

Others
Unsecured
Petpetual Debt Instrment (Refer note 17.1) (;75.',I6 675.16
subordinated Debt- Listed*' (Refer note 17.2) 29,339.82 29,339.42
30,014.98 30,014.98
subordinared Liabiliries in India 30,014.98 30,014.98
SubordiMted Liabilitiesoutside India
Total {B) 30,014.98 30014.98
Pln.lud6 EIR impacl of traNaction ct
Not€ u.l Perpet!.I Debt Inshment
The principal amout outstmding of the privately placed Perpetual Debt Inskument as on Ma.ch 31, 2023 is 1415.00 Lakhs
(Ma.ch 31, 2022: 1555.00 Lak]rs)
I in Lakhs
As al Meh 31,
2023 2022
1 Oct 2011'Oct2012 24_78 13.94./.- 74.86v.
2 O€t 2012 Ma.2013 '173.23 t394%- 14-86%
3 Iul2013'Mar2014 467.8 13.00v.- 14.86%
TotaI 457.63 575.16

Note 17.2: SubordiMted Debt - rublc & Listed

The principal mount of outstandinS Urcecured Redemable Non- Convertible Listed Debmhrres issuad as Subordinated
Debt whi.h qualifies as Tier II .apital mder the Non-Barking Finm.ial Compmy - Systmically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Dj.ections, 2016 issued through Public Issue stood at
{ 21,348.14 Lakhs (Mar.h 31, 2OZ2: <2i,826-n b1l1's)-

EIE
NCD 8
NCD 8
KTLHSOT
Date

29/0912016
of
Maturity Date

28l03lm23
28103120?3
2023 2022
1059.54
2552.5
78
78
Months
Months
11.00%
11-251,
NCD 10 7 08107120"4 2,2NaO 2,006.53 86 Months 10.16%
NCD 12 0710512025 't,864.91 't,864. 10.00v.
NCD12 0710512025 1,860.63 t, &c 9.9t%
NEGISTEI1EO rn

F - 131 32
/d, 2022-23

NCD 14 KTLNSOT z4l@12018 2310912025 726.82 726.82 84 Months r0_25%

NCD 14 KfLNSO8 Bl@12025 3,310.80 L98.64 84 Months to.4tvo
NCD 15 KFLOSOT "4lGl20t8
3-U0112079 30lO|2026 49937 499.37 84 Months 1025%
NCD T5 KFLOSO8 37107/2019 30lO|2026 2,23721 2,026.27 84 Months 10-41%
NCD 16 KFLPSOT 06105/2019 0510512026 472.78 412.7A 84 Months 70%
NCD T6 KfLPSO8 06105120t9 0510512026 '1,9la.72 '1,737.81 84 Months 70.41%
NCD 17 KFLQSOT 21lc82019 2OlO812026 532.89 532.89 84 Months 1025%
NCD 17 KFLQSO8 2U0al20r9 201A812026 274530 2,446.46 84 Months 10.41%
NCD 22 KFLVSOT 29lUl2O21 2817012026 7,t321a 'l,t3z.t8 66 Months 10.25./.
NCD 19 KFLISOT 2910512020 2810512427 930.53 930.53 84 Months 10.25%
NCD 19 KFLSSO8 2910512020 28/Asl2O27 2374.50 2,"154_25 84 Months 10.41%
NCD 21 KFLUSOT nlul2021 22/0Uz\n 7,2Ui7 '1,2t)4.37 84 Months 70.25./.
NCD 21 KFLUSO8 2s1012021 22lO1lz\ 1,q77.55 1797.7 84 Months 10.470/"
NCD 22 KFLVSOS 29/04/2021 2810412028 7,757.95 1s922 84 Months 10.41%
Sub Total 27,7N.91 29,402,02
Less: EIR impact of transaction .ost (50.98) 162.20t
27,649.93 29,339.a2

Note U.3: Subordinate D€bt -Unlisted

The principal mount of outstanding Uledred Redeemable Non- Convertible Unlisted Debenrures i$ued as Subordinated
Debt whi.h qualifie6 as Ti.r U capital udei the Non,BankinS Filwcial Company , Systemically Impo.rmr Non-Deposit taking
ComPuy and DePosit taking Company (Reserve Bank) Directioru, 2016 issued through Private Placemenrs stood at < 1,908.5
Lakhs (March 31, 2022: Nil).
< in Lakhs
Sl. No Date oI Matuity
Date 2023 2022
1 30lO4l2O22 30los20v 7 .25 61 Months 10.00%
2 2UO9l2A22 201\0lm2l 1,178.2s 61 Months 10.00%
1,908.50

Note 18: Other tinancial Liabilities { in Lalh6

Auction surplus retundable 223.24 103.90

Unclaimed Matured Non{onvertible Debentures and inrerBr rher@n 32_72 55.65
Unclaimed Matured Subordinate debt and interst thersn 3.!t0 3.()
Perpetual Debt l$trument Payable 4237 238.08
TotaI 301.13 400.98

ZO23 2022
Prolision for Ehploycc Benefits Cratuity (Refer Norc 34) {85.01 4011.02
Provisions fo. other asseis (Re{er Note 19.1 322.93 322.93
N7.94 725.9s

r9.1The movementin Provisions for otherassets dtin92022-23 a d2O21-22 de as follows

< in Lakhs

As at April 01, 2021 2X.75

102.18

As at March 3r" 2022 322.93

2023 3?2.93
AEGlsTEsEO

F - 132
/d" Annual Re otl2022-23

Note 20: Other Non-financial liabilities

<in Lakhs
P

291.20 23A-25
29L20 234.25

Note : Mainly includ6 Sovemment dues, taxes Payable gst Payable and salary deductio6 Pay

Cu

2022

50m,m,mo (March Equity shares of 110/- each

31, 2022: 50,m,00,000) 50,000.m 50,0m.m
tm,mo (March 31,2022:5m,000) Preferen.e share. of a1000/- each 5,fim.00 1000.00
lssue4 subscribcd, and fully paid up
21,$,79,302 (Mar d\ 3r, m2Z 27, 68,7 9,302) Equitv sharcs of a l0l ea.h fully paid up 21,687.93 21,687.93
Total Equity 21,@7.93 21,547.93

21.1 Tems/ riahts atta.hed to equity shares

The Company has only one dass of equity shues having a par value or n0/- per share. Upon a show of han&, every member
entitled to vote and present in person shall have one vote, d uPon a Poll, every member entitled to vote md Present in
pcrson or by proxy shall have one vote/ for every share held by him.

In the event of Liquidation of the Company, the holders of equity shares wil be entitled to reeive any of the remaining aslets
of the Company, after distributior of all prcfcrential amounts. The dist ibution will be in proportion to the number of equity
shar6 held by the shaleholde6.

21.2 D.tails of
31,
2023 2022
P
No. of shares
held
Mathew K Chsim '12,u,52,2:70 59.23% 12,84,52"270 59.23%
Laila Mathew 3,01,48,300 73.90% 3,01,48im 1390%
KGmattam Ventures Private Limited 3,4,ffi,2N 16-d]"/" 3,&,N,2N t6-60%

213 R€.onciliation of rhe nmber of Equity 6hare6 and of Equity share capital dout oubtanding at the beSimin8 dd
at the erd of the year
lin Lakh6

As at April 01, m21 20,25,N,547 20,250.05

Add: Shares issued on rights issue basis (April30,2021) 70,80,625 108.06
Add: Shar6 issu.d on rishts issue b8is (September 1Z 2021) 1,02,98,130 1,429.82
AddrShare issued pursuant to conversion of CCPS 30,00,000 300.m
As at March 31, 2022 21,54,79,3O2 27,6A7,93
No allotrnents drinA lhe yed
As at Mnrch 31, 2023 21,64,79,n2 21,547.93
* RiBht ksue

21.4 The Compdy ha6 not allotted nny share pursuant to (ontrads without paymentbeing re.eived in cash oras bonus
shares nor has i t bou8h t ba.k any shares durin8 the pre.eding period of s finan.ial years.

21.s Shdeholding of promoters

teB as on M .h 31, mB:
No.of % of lotal shares % the
Mathew K Che 72,84,5L2:70 59.23v. 0.m%
Laila Mathcw
f 3,01,48,300
()0
73.90%
=\m%
ilu Sa N

o F - 133
\ *-z >/ 34
/& 2022-23

Other
I in Lakhs
Note 22:

a,279.5? 6,679.54
Bal ce at the beginning of the Year
2,147.O7 7,59994
Balan.€ at the end of rhe year 10,420.59 A,2?952

Capital R4€fle
9_07 9.O7
Balance at the besinnin,r of the year
9.O7 9.07
Bale(e at the end of the Year
Rev.luation Reserye
Bal e at the begiming of the year 2.86 2.86

Ltss: l,oss on Sale of Buildinx (0.4 1)

Bllance at the end of the yed 2.46

Securiries Premim
Balance at the begjming of the year 7,068.66 \755.03
Add: Shares issued on ri8hts issue basis 4,313.63
Bale..at the end ofthe yed 7,06a.65 7,06A.66
Impaimmt Res.re
Salance at the beSiming of the year 4,0u.74 3,403.13
Add: Amount transfe(ed from Retained Eaminqs (q088.74\ 685.61
Balm(e at th. end of the year 4,088.74

Balane at the bcginninia 77,660.97 t1,660.97

Bald.e at the end of the ye 17,6@.97 11,6@.97
Retained Emings
Balance at &e begiming of the year r\992.36 7,278.25
Add: Profit for the year (net of tdes) 10,705.38 7,999.66
Transfer from Revaluation Rese e 0.41
TraNfer from lmpaiment ReFe 4,W4.74
L.ss: Appropdation: -
Transfe. to Statutory Reserve 2,141.07 1,599.94
Trffifer to lmpaiment Res€rvc 685.61
Total appropriations 2"141.07 2,285.55
Bale(e at th. end of lhe yed 25,645_87 12,992.36
Other Comprehensive Income
Balmce at thc bcSinninS of ihe ycar (87.69) 19.91
Add:Addition during year
Lhe (6.08) (107.60)
Balanceatth€ end of the vear l%.m (87.69t
Total 54,713.74 44,014.49

Note 22.1 Nahrre dd purpo* of rcseFe

Statutory Reserve represents the Reserve lund oeated mder Se.tion !t5 lC of rhe Reserue Banl of India Ac1, 1934.
Ac.ordingly an amout of < 2,141.07 Lak}E (Mdch 31, 2022 I 1,59.94 Lakhs) representing 20% of Pro{it for the period is
tramfered to the fund for the year.

This r6eNe fund can bc utiliz.d only for limited purposes as specified by RBI from time to time and every such
utilization shall b€ reported to the RBI within specifi(d period of time faom the date of such utilization.

Capital Rererue
Represnts r6ewe.reated on account of mcrger/amalgamahon as well as the mandatory transfer ofa certain percentaSe
of profits before declaring or paying any dividends, in accordance with the provisions of Section 205 (2A) of lhe
Companies Act, 1956.

Revaluation ResePe
Rcvaluation Rese.ve of assets /liabilities of the Company to
iEGISICAEO ,4

F - 134
&{ Annual 2022-23

value, representinguroealized gainslosses.

This Reserve reprents ihe premium on the issue of equity sha.es and can be utilized in a.ordm@ with the provisions of
the Companies Act, 2013.

Impaiment Reserve
In a.cordm.e with RBI ciralar no. RBI/2019 20/170 dated March 13, 2020, the ompmy provided impairment allowances
as required by Ind AS. Simultaneously, the.ompany determined asset classification and .omputed impaiment provisions
based on the applicable prudential noiN of Income Recognition, Asset Classificatiorr and Provisioning (IRACP). A
.omparison between thc provisios iequted under IRACP and the impaiment allowm.es made mder Ind AS 109 has
b(u dis.losed in Notc No.46.

Furthemo.e, in acordane with RBI reSulations, the conpany consistently allcated the differoe between the
impairment allowm@ cal.ulated under Ind AS 109 and the provisioninS required under IRACP for Credit Losses fiom
the net profit after tax to the 'Impairment Reserve.' This pradice has ben followed by the company ftom the fis.al year
2019-20 util the tu.al year 2022-23.

During the arrent year, the Eryecled Credit Loss (ECL) model was updated, resulting in the Impaiment Allowm.e
determined unde. the provisions of lnd AS 109 exceeding ihe Impaiment Allowance under IRACP.

Given that thc ECL Provision supasses the IRACP requirement, the n.\:d to mintain an lmpaiment Reserve is no longer
applicable- Consequently, thc balane of rhe Impairment Reserve has been rcvused out md transferred to Retained
Eamings.

Under the erstwhile Companies A.t 1956, Seneral rerve was created through an amual transfcr of profit for the period
at a sPecificd percentage in ac.ordan@ with applicable regulations. Conscqucnt to introdu.tion of Compmies Act 2013,
the requir.'ment to mandatorily transfer a sp€cified percentage of the net profit to general reserve h6 been withdrawn.
Howevel the amount previously tansf€rrcd to the general reseNe can be utilised only in accordance with the specific
requiremots of Companies Act, 2013.

This Reservc represents the cumulative profits of th€ Company. This R6erve can be utilized in accordance wirh the
provisions of the Companis Act, 2013.

Olher Comprehensive lncome

Reneasuren. t ol d.li,ted bdefit prqts

It repre!€nts the gairy'(loss) on rc-measurement of Defined Benefit Obligation and Plan ass€ts

Nole 23: lnterest lncome { in Lakls

On On On On Iinancial

throuBh throuSh thro.gh thiough

Gold loans 75,76t.96 60,276.73

382.40 382.32
1,596.55 1,425.23
110.65 102.11
Total 62,126.39

m
F - 135 l6
,, ,
'.':
't
Annual R 2022-23

Note 24: rees and commission Income

{in Laths

u.a6 15.80
16.39 13.85
2.OL 4.90
Money Tratrfer Servies
79.43 27.67
Ancillary Chtrges on Lom 313.36 274.87
4.& 3.17
Total 370.55 734_t\

Note 25: Other lncome

a in Lakls

Net gain / (loss) on derccoSnition of property, ptant md equipment 3.U 0.78

Net gain on foreign cunen.y haisacrion md banslarion 19.65 13.30
Interest on lncome tax refund 8_88
31.87 1{.08
Note 26: tinance Cost
{ in Lalh6
Mch

liabililies
liabilities
liabilities

through

Interest on debt securitics 8,m.29 23,880.19

Interesl on borowrnSs tolner thdn debt \etunries) 14,957.X 8,561-07
lnterBtonsubordimted liabilities 3,302.4a 3,538.55
Interest on lease liability 454.95 431.51
Bank charges 843.90 480.10
Dividend on CCPS 23.87
Total 43,330.53 36,915.29

Note 27 t on f if, m.ial irstrume.rs a in Lakhs

2023
On financial
insirMents measured insirumenis measurcd

OCI
2"781.27 466-73
Bad Debts Written Off 0.67
24_aO 102.19
Total 2,406.o7 569.59

Note 28: E { in Lakh6

2022
9,501.55 7,709.22
Contribution to Provid€nt and Other lunds 556.06 433.94
Provision for Gratuty(Rerer '\26-73
B c oi,r; 61.33
'146.06 154.39
.EO 8,358.88
o
F - 136 3',7
 Annual Report 2022-23 ••1
Note 29: Depreciation, amortization and impairment Currency: f in Lakhs
Particulars Yeaunded March 31,
2023 2022
Depreciation of property, plant and equipment 997.72 1,027.87
Depreciation on Right of use assets 1,861.00 1,718.42
Amortization of intangible assets 45.19 46.08
Less: Depredation adjusted against Windmill Income (49.90) (61.43)
Less: Depreciation adjusted against Estate Income (8.67) (7.67)
Add: Impairment of property, plant and equipment 33.60
2,878.94 2,723.27
Total
Note 30: Other E Currenc : f in lakhs
enses
Yeatended March 31,
Particulars 2023 2022
Advertisement and publicity 949.20 543.92
Annual Maintenance Charges 217.83 189.00
Auditors' fees and expenses (Refer note 30.1) 44.72 31.85
CSR Expenses (Refer note 30.2) 197.05 172.73
Donation 20.08 10.67
Electricity & Water Charges 252.50 175.13
GST 446.80 301.68
lnsuranc,e 26.99 31.80
Office Expenses 179.64 164.36
Printing and Stationery 266.83 214.36
Legal & Professional Charges 574.41 273.43
Rates and Taxes 34.96 25.29
Rating Fee 114.17 107.90
Repairs & Maintenance 199.16 211.38
Remuneration to Non-executive Directors 5.55 4.30
Security Charges 151.01 153.01
Communication Costs 165.40 185.35
Travelling Expenses 258.07 211.71
Trustee Remuneration 31.61 24.28
Vehicle Expenses 40.57 28.66
Windmill (income)/ expenses (Refer note 30.3) 15.74 25.73
Estate (Income)/ Expenses(Refer note 30.4) 180.31 99.93
Total 4,372.60 3,186.47
Note 30.1: Auditor's fees and ex enses Currenc : f in Lakhs
Year ended March 31,
Particulars
2023 2022 I
For Statutory Audit 23.60 19.47
For Taxation Matters 4.13 2.60
For Other Services 11.83 7.78
For Reimbursement of Expenses 5.16 2.00
Total 44.72 31.85
Note 30.2: Ex enditure on Cor orate Social Res Currenc : f in Lakhs
Year ended March 31,
Particulars
2023 2022 j
a) Gross amount required to be spent by the Company during the year 197.05 172.34
b) Amount spent during the period 197.05 172.73
c) Shortfall (Excess) at the end of the year (0.39)
d) Total of previous years shortfalls
e) Reason for shortfall
f) Nature of CSR activities Refer Note 30.2(a)
g) Details of related party transactions
h) Provision made durin the
Total

F - 137
 2022-23

Note 302(a) womeD

to Promote rural sPorts' Settin8 up of homes for
nr"-.*-S n*,* ** aruding Preventive health care TraininS
Eradi@ting hunge, Promoting educatiorr EmPowering
women

Cu en.y: { in Lakhs
Nature of CSR activities
Yeai ended N1ar.h 31, 2023 Yeai ended Mdch 31, 2022

3.28
EradicatinS hunger and Povcrty
1.m 0.25
4_05 0.79
Promoting Edu.ation
128.m 76f.4',1
Wom.'n Empowement
64.m
Employment Eniancement
Total 197.5 a72,73

' No poytunb haoe but md. do cosh

Note 30.3: Windmill ln.omc /

2023

Inome fromWindmill 4559 47.72

(49.90) (61.43)
Depre.iation' Windmill
(12.02)
AMC Chai 6 o 1-43)
Total (1s.74) Q5.73t

Note 30.4: Estate Income / (Expenses), net

a in La-khs
Year end€d March
Pa iculars 2023 2022
37.4 108.94
Depreciation Estate 18.67) (7.67)
(209.06) (201.20)
Total (180.31) (99.93)

a in Lakhs
Year ended March 31,

2022
4,173.47 2,762.33
Adjustment in r6pe.t of in$me tax of current year 4,184.73
Adjustrnent in respect of income tax of e lier year (15.32)
Deferred t relatins to orisination and reversal of temponry differences (342_6s) (36.76)
lncome t4! erpenseiepoited in statement of profit dd loss 3,E30.76 2,725.57
Incone tax recognized in other comptehensive ircome (OCI)
Deferred ts relad to item recognized in OCI during the period:
- Achrarial (gain)ross moved from Profit and Loss
' Re measurement of defined benefit plaN 2.05 36.19
ln.ome tax charsed to OCI 2.05 36,19

Recondliation of th€ tot.l tar chtrae:

The ld charge shown in th€ Statcment o{ Profit md LGs differ from the tax charge that would aPPly if all the Profits had
bcln charged at lndia .orpoiate tax raic.

=4-
K (_l
a

o
F - 138 39
&.
2022-23

A recon iliation between the tax expense md the a.counring profit multipried by India,s
domestic rax rare for the year
ended Ma.ch 31, 20al and year ended Md.h 31, 2022 is, as folows:

2023 2022
Accouting profit beforc rax 14,536.14 70,725.23
25.168yo 25.16€%
Computed tax for rhe year 3,558.45 2,599.33

Tax paid for earlier periods

05.32)
DTA not reqgnised earlier (51.56)
74.35
Long Term Capital Gains
5.19
Dividend on CCPS
6.01
45.83 25.83
Donation and CSR 54.55 46.1,6
7.61 (0.20)
In.ome tax expense Eported in the Statement of prcfit dd Loss 3,830.75 2,725.57
Effe.tive In.ome Td Rate 26.35y. 25.4110

As pe! mendment us 115BAA or Income T Act 1961, e{sting Dom6ri. compeies are provided with e oprion
to pay rax ar
a c$ncsion.l rate of 22% Plus aPPlicable surcharSe and cs. The compmy, vidc rhe provisioro or this
sectiory has irreEsibly
opted for the new tax rate or 25.168% inclusive of surcharge @ 10% and cess @ 4%.

\ote3l.1: Defe(ed l.a

The following table shows def€red td recorded in the batance sheet and chanSes recotded in the rncome-rax expens€:
{ in Lakls
Def ered Tax Assets/(Liabilities)
zo22
Dcpreciation and Amortisation 713.69 7t5_49
Provision against lom n4.74 294.22
Iair value gain/(loss) on se€urity deposirs 50.87 51.20
Right of use assets / (liability 63.46 47.93
Provision for retirement benefits 722.U7 101.68
81.28 8128
Amortisation of Eocessins fees expens6 6 per EIR (s45 .15) 1375.741
Defered Tax Assets (net) 12&,76 916.05

Re(onciliation of defened tax { in Lrlhs

Mar.h

916-06 843.13
Te in.ome/(exp€M) during rhe yeu rmanized in 342.6s
Statment of Profit md Loss 36.76
MAT utilized for ta)( payment
during the year reosnized in OCI 2.0s 36.19
1,2@.76 915.06

hM
{ ffi o
rn
8.C

{i
\

F - 139 40
 Annual Re tr zo22-23

Notes 31.2 Tumoler Ior Goods&Seni.esT

D.lhi TamilNadu
418.13 2a939 37,737.6 1,152-52 0.03 73,236.79
6,371.49 1,041.60 12"1X.57 14,101.81
3ao-n 12,051.04
Auction Pro@ds of Gold * 1,704.25 282.36 2,462.45 985.76 197.34 44.76 5,993.31
3.70 4.68 o.'17 0.19 4.25 0.15 7486
1.51 0-20 0.01
0.1.1 0.01 16.39
0.11 16.13
2.01
2.07
19.43
Monev Transfer Scn iccs 19.13
0.26 4.66
PAN Card Scrvices** 0.88 3.52
48.99
Tickct BookinA Servic€s* 48.99
1.06 146.96 3.08 3"13.37
Ancillary Charges on Loan ?6.43 2.2i 0.04 s4.83 76-43 2.37
1,s96.55
lnterest on Bank Deposit 1,596.55
Foreign Ex.hanS€ 6.59
5.59

45.59
45.59

37.41
37.41
Agri.ulture Income*
Sale / Transfer of lixed 0.44 44.30 0.05 2.46 47.44
0.13 0_02

0.07 14,645.98 16,949.X 617.99 339.45 43,885.03 1,536.53 0.03 a7,440.8

Total 8,09931 1,326.39

*Aucrion proc€€ds of Gold has b€en nened off with the outstanding value of such loan and shown as Interest Income in the Profit ard LoGs AJc

tosts related to the partiorlar income has ben netted off in the Profit and Loss A'lc

*rsable qcluded as it is exemPt€d) while foreign

value is talen a! 1% of the $oss amourr of Indian Rupees provid€d/rec€ived (transactions with authorized dealers are
exchange gair has be€n shown in the Pmfit and Loss A/c

Bc
M F

/& o
m
= EEGlsTEf,EO

41
F - 140
/< 2022-2i

t in Lakhs

2023 2022
10,705.38 7,999.66
Net profit attributable to ordinary equity holders
Wei8hted average number of equity shares for basi. eamings Per shaie 21,68,79,{2 20,88,5&s28

D.si. emings per share (.) 4.94 3,83

a in Laklrs

Nct profit attdbutablc to ordinary equity holders 10,705.38 7,999.66

Add: Dividend on CCPS 23-87

Adj6ted prcfit for diluted eamhgs per share 10,705.38 8,023.s3

weighted average nunber oI equity sh@s for basic eamings Pe! share 21,68,79,302 20,88,5&528

weighted avenge number of equity shdes for dilut€d emings Per share 2r,68,7 9,302 20,88,58,s28

Diluted eaminss per share (<) 4.94 3.83

Not€ 33: A66ets pledged s se.urity

Thc carrying amounts of assets pledged as secD.ity for debt eorities 6 well as seared borrowings are as below

2022

Cash and cash equivalents 3,772.30 7,nr.97

B.nk Bal.n.e other than above 33,352.78 26,675.74
75.76 8358
4,4569.06 4,$,725.U)
Other Fimcial dPts 543.07
Non-fiMn.ial A6sets
Othernon'fin cialas*ts 1,180.53 913.s3
Total 5,22,4N.43 4,36,24.49

Above assets have been provided as securily on first pari-passu floatinS charSe basis for secu.ed debt seflrities as well as for
securedbo owings.
< in Lakhs

Land 5,538.35 5,347.76

Building 238.50 156.r3
55.:{ 84.42
Fumiture & Fixture r 2,27 t.60 2,057.27
Eltrlricl FittinSs * 634.76 551.45
Computer and Acccssries ' 230.10 251.n
Total 8182.85 8,448.14

Lmd and Building as above have ben provided as collateral &c1lrity to the South tndim bank Ltd and Karur Vysya Bank. for
the limit Provided as Csh cedit to the company and to Vistra ITCL (India) Limited for the Public issue of Non-Co vertible
Debentu(s by the Compmy.
Fumiture & Fixtur6 include an amount of {1,080.92 Lalhs, wirh rBpect to which the ln@me Tax Departmmt has tust cha.ge
u/s 281 of the Income Tax Aet, 1961.

& Fixtur6 amounts to 11,08032 Lakhs) have been provided as se€lrity on first pan-passu

(t well6
floating charge se$rihes as for seored ban-k borrowings.

F - 141
/< Annual Re 2022-23

Note 3a: Retirement Benefit Plan

Dedneal Contribution Ple

The Company mak.s .ontributiom to Provident Fund whi.h are defin.rd @nkibution plm for qualifyinS employs. The
Company rm8nized I 418.07 Lakhs (March 31, 2022r I 317.71 likhs) for Provident Fund cont.ibutions in the statement of

Defin.d Betrelit Pld

The Compey has a defined benefit gratuity plan. The Sraluity ple is govemed by the Payment of cratuig Acr, 7972. Evqy
employe who has completed five years or more of enice Bets a Bratuity on leaving the servie of the compmy at 15 days
salary 0ast drawn salary) for ea.h completed year of service. Gratuity liability is unfuded.

The following tables summarise the .omponents of net benefit expense recognized in the statement of profit and loss and the
funded status ed mounts recognized in the balme sheet 60r the gratuity plan.

Net liabili d in th€ Balance Sheet

31,
2023 2022
Present value of obligations 485 01 40101
Iair value of plan 6scts
Defined Benefit oblisation /(asset) 485.01 404.02

. in Lakhs
Mar.h 31,
2023 2022
98.65 45-99

Net Interest on net defined benefit liability/ (asset) 27.47 75.35

125.12 51.34

Details of resent value of defined benefitob { in Lakhs

Present value of defined benefit obligation ar the begiming ot rhe year 40,1.02 210.31
98.65 45.98

Interest co6t on benefit obligations 27.18 15.35

a. Actuarial toss/(gain) arising from chanSes in demographic assumptions 27.22

b. Actuarial loss/ (gain) &ising from chan86 in financial assumptiore 3.79 8.82
c. Actuarial 8aiMlo.\) arisrnS due ro ple e\perience 4.34 707.74
(s3.v) (11.40)
Presentvalue of defined benefit obliAation at the end of the 485.01 404.02

lin Lakhs

March 31,

2022
R.'mearurem€nb on defined benefit obligation
A€tuarial loss/(Bain) ansing from changes in demographic assumptioN 27.22
A.tuarial gainL/(loss) arising hom changes in financial assmprions 3.79 8.82
Actuarial Sain/(loss) arisinS due to plan experience 4.U 107.74
R€-.trteasu€mentr on plar ssets
Retum on Plan assetr excluding amount indudglir-
net interest on the net defined benefit liabili &co
/(loss) ( OCD 8.13 143.7A

I
o F - 142
4l
*
&. 2022-23

The

zo23 2022
5.00% 5.0070
7.200/o 7-Uy.
lndian Lives Mortality Indian Lives Mortality
Mortality
(2012 14) Ultimate Table (2012-14) Uuimate Table
Modiied q(r) values as per
above Mortality Table
Modified version of above Table
Estimated term of liability in years 12.90 12.83

A qumtitative .ensitivity analysis for signifi.dl .rsmprions 6 at MMh 31 ,2o2j, edMe.h 31" 2Oq de as shown
{ ir Lakhs

SeNitivity Level
2022
440.92 365.7',1
536.82 448.38
537.50 M9.O7
439.67 365.25
492_76 411.15
475.37 395.09

The semitivity is performed on thc DBO at the r6pective vatuation date by modifying one parmeter whnst retaining other
pa.ameters constant. There are no .hanges from the previous period to the methods and assumptions underlying the
semitiviry analysis. The Btimates of tut!.e salary inqease @nsidered in a.tua.ial valuation, take accout of inflation,
seniority, promotiory and othe. relevant factors, su.h as supply and demand in the employment market.

The pdndpal 66urptions u*d in detemining retirem€nt benefit obligations fol tle Co paq/s pl s are shown belowl

The discount rate is based on the pr€vailing market yields of Govemment of lndia s{urities as at the balane shecr date for rhe
estimated term of the obliSatiorc. The estimate of tuiure salary increases consid.ycd, tals into account inflation, s.'niority,
promotiorL iftcrements, mortality, rrithdra(als, md other relevant factors.

Note 351 of assets and liabilities { in Lakhs

As at March
2023 2022
t\ithitr 12 ,,ttet12
To1al

Cash dd osh equivalents 3,772.?,0 3,772j0 7,3ol.97 7,3o197

Banl Ealm@ other than above 27,430.24 6,181.30 33,511.54 11310.s9 7,528.70 26,838.69
75.76 15.76 14.08 14.0E
69.50 59.50
4,82"476.72 8,489.86 4,90,965.54 4,03,387.65 953.59 4,U341.24
-Adjustment on account of
(6,397.52) (6,397.s2) (3,616.24) (3,675.24)
EIR/ECL
Other filucial assets 1,360.33 1,36033 u3_07 795.38 1,338.4s
Non-Iinancial Assets
C'rrrent td assets (net) 994-75 994.75 7,562.56 1,552.56
Deferred tax as.sets (net) 1,2fi_76 1,260,76 916.06 916.06
Prope*y, plet, md equipment 't2,ot5.75 L2,015.75 1L76f.48 12,168.8
Capital Wo.k in Prog.css 36.49 36.49
3,909.87 3,9o9.87 3,no.70 3,720.70
Other intanSible 253.33 253.33 2U.07 234.O7
1,180.53 1,490.15 913.53 \963.47
4,56,89.12
o
m
F - 143 14
/{. Annual R 2022-23

<in Lakhs

2023
A,fle/ 12 Within 12 After 12
Total Tolal
:
Liabilities
Finan.ial Liabilitie6
713.&3 713.83 385.37 94537
64,u9.26 1,70,4n.46 2,?3,922.12 74,642.09 \49,245.53 2,23,927.62
Adjctmmt on a.ount of EIR 1t9.92) \396.49) (416.41) lt2o.96) 1241.93) G62A9)

(other the
debt ecrities)
'1,47
,839.12 45343.24 1,93,22L36 95,585.40 36358.91 1,31,944.31

Subo.dinated Liabilities 467.63 29,6W.47 30,077.M 3,872.t9 26,2U.9 30,4n.$

- Adiustment on accountof EIR (s0.98) (s0.98) (8.01) (54.19) (52.20'
7,591.17 2,572.42_ 4,163.59 1,453.65 2,457!8- 391t.13
Oiher linmcial liabilitis 301.13 301.13 400.98 400.98
Non-Iind.ial Liabilitie6
356.06 451.88 407.94 125.58 6r'.t1.37 ?26.9s
Other non'financial liabilities 291.20 2912! 238.25 2ia.?5
Total Li.bilities 2,79,549.44 2,44,442.94 4,8,032.42 1,76,574.54 L14,612.16 3,91,aA5.7O
Net 2,A9,W3lo 12,13,481.59) 75A0L71 2,5'1,U9.52 l\,W,547.19t 55,702.42

Note 35: Change in liabilities arising from finan.ing activities dis.losed as per Ind AS 7, Cash flowstatement
I in Lakhs
A! at Ma..h 31,
Cash zo23
2,23,564.73 1,7,529.@ (2-s88.02) 2,38,506.31
Borrowings other than debt seNiti6 7,31,944.37 61,274.05 '|,93,222.36
Subordinated Liabilities 30,014.98 17zo.o9) 731,.77 30,026.06
Lease Liabilities 1911.13 2,743_37 (1,890.85) 4,763.59
Total liabilities from financins a.tivities 339,435.15 80,230.E7 \3,747.7O1 455r18.32

Mar.h
P Otier' 2022
2"2A322-99 (10,765.88) 6,n7.62 2,23,564-73
Borrowin8s other than debt smrities 45,26\.02 46,683.24 't,31,944.N
Subordinared Liabilities 31,987.38 (1,837.92) (134.48) 30014.98
t€ase Uabilities 3,777.99 2,m138 (1,868.23 3,911.14
Total Iiabitities fto,n finan.ins activities 3,49,349.38 30080.85 4m4.91 189,435.15

Note 37: Contin8enl liabilities ed.omitrnents

Co Liabilitie6
P
2023 2022
(i) Conting€nt Liabilities
(a) Clain. agai$t the comp y not a.knowledg€d as debt
(i) rnomeTax Demands 1,337.62 1,698.84
(ii) Service Tax Demmds
(iii) Sal6 Tax Demands 83.36 83.36
Tolal 1,420.94 \7A22O

o
F - 144
45
:ad 2022-23

Note 38: Rel.ted Partv Dis.losures

(A) Subsidiares
1 NIL

1 Mathew K Cherim (Promoter) Chairman cum Managing Director

2 Laila Mathew (Promoter) Wlrcle time Director
3 lilu Saju vd8h6e d/o Mathew K Cherian (Promoter) Non - Executive Director
4 C. Thomas John Independmt Director
5 Paul lose Maliakal Independent Director
Independat Direclor (Ceased to be the indep€ndent
6 Kavil Viswarbhard RavMdravildam
Dire.to. on September 1Z 2021 due to demise)
7 Sebastian Kurian Independent Director (w.e.f December 14 2021)
8 Annamma Varghese C Chief Iinancial Officer
9 S.een,lhPalakkattillam

1 Kosamattam Builders Private Limited

2 Kosamattam Ventues Private Limited (Promoter Group)
3 Kosamattam Builders
4 Kosdattd Security SysteN
5 Kosuattam Traders LLP
6 Velampadikkal Enterprises LLP
7 Kosamattam Nidhi Limited
('hom transactions $'ere eniered)
1 Milu Mathew D/o Mathew K Chedm
2 Bala Math& D/o Mathew K Cherie
3 saju Varghes€ John lvo lilu Saju Varghese
4 Georse Thomas Son-in-taw of Mathew K Cherian and Laila Mathew
5 Tom George Kavalam Son-in-law of Mathew K Cherian and Laila Mathew
6 Krishnan P I/o Sieenath Palaklattillam
7 Sreekanth P B/o Srenath Palaklattillam
8 cija loy D/o Amalrta vd8hse

Related Party trmra.tions d6ing th. year

The Company has not grmted any loany'advu.e to nor related parties eiaher severally or jointly with any other person which
or without specifying my term or period of payment
Kr
IIEGISTEREO

F - 145 16
rc. Annual lte ott 2022-23

ll€latives of Key M!naBeme.t Total

Key Manag€ment Pereonnel (KMP)
Pereonnel

Key Manigement
P€rsonnel.rd th€ir
Otft.r KMP Other KMP

Mar.h Mar.h Mar.h Mafth 31, March 31,

31,2023 31,2022 31,2023 31,2022 31,2023 31,2022 31,2023 31,2022 31,2023 31,2022 2023 2022
Related Party Transactions durinA the peiod
Interest paid on NCD- Lkted o.o7 0.10 0.17 15.62 13A5 1.80 2.W 17.72 15.09
Mathew K Cherian 0.07 o.o7
Srenath Palalkattillam 0.10 0.17 0.10 o.t7
Milu Mathew 3.31 4.g; 3.31 4.36
Bala Mathew 0.81 0.81
Saju varghese 0.n o.7a 0.77 0.78
George Thomas 8.n 7.73 a.n 7.73
Tom GeorSe Kav.lm 2.76 0.98 2.16 0.98
7.49 1.77 1.49 1.77
Giia loy 0.31 0.23 0.31 0.23
Interest paid on subordirated debt 3.61 3.51
George Thomas 2.41, 2.41
Milu Mathew d/o Mathew K Chedm 1.20 1.20
Dire.tors Remuneration 1,016.00 611.00 1,015.00 811.00
Mathew K Cheri 520.00 4t7.50 520.00 417.50
Laila Mathew 496.00 393.50 496.00 393.50
Salaries and Allowan.es 5.55 4.30 22.13 21.73 15.02 15.18 43.?O 41.27
C. Thoms lohn 2.90 2.74 2,90 2.70
Paul lose Maliakal 1.55 1.20 1.55 1.20
Sebastian Kurian 1.10 0.3s 1.10 0.35
Kavil VGwambharan Raveendravilasa 0.05 0.05
Annamma Varghese C 9.46 8.88 9.45 E.6a
Sreenath Palakkattillam t2.67 12.85 12.67 12.65

/&
F - 146
X3 Annual Re rt 2022-23

Milu Mathew 5.01 5.01 4.57

3.60 3.50 3.60 3.s0
7.41 7.Ol 7.41 7.O1
1,250.00 1,250.00
Milu Mathew 1,250.00 1,2s0.00
792.66 357.!t 192.56 357.34
Milu Mathew t92.66 357.34 792.56 357.34
Subordinated debts repaid 15.00 15.00
Milu Mathew 5.00 5.00
10.00 10.00
Purchase of Equity Shares 300.00
300.00

Mathew K Cheri 300.00 300.00

Pur.hase of Listed NCD
4330 1850 1.75 2.76 45.05 21.25

Milu Mathew
Bala Mathew 9.00 9.00
10.00 10.00
13.30 18.50 13.30 18.50
Tom Geo.ge Kavalam 11.00 11.00
2.76 2.76
'1.75 7.75
Gija loy
Redemption of Listed NCD
0.65 0.80 1.05 11.00 10.00 4.09 15.E9 11.70

Mathew K Cherian 0.65 0.55

Sreenath Palakkattillam 0.80 1.05 0.80 1.05
4_09 4.09
Saiu varghese 10.00 10.00
11.00 11.00
Interest received on Loan 94.26 136.90 94.26 135.90
Milu Mathew .26 135.90 136.90
Rentpaid 729.70 135.75 729.70 135.75
Mathew K Cherim 129-70 135-75 129.70 135.7s
Rent d€posit rcpaid by diEctoE 18.15
18.15

18.15 1E.15
0.50 2.15 0.50 2.15
Mathew K Cherian 0.50 2.75 0.50 2.15
o
m p
F - 147 48
V!. 2022-23

Pur.hase of Fixed Asset6 152.55 81.11 152.65 81.11

Kcamatlam Secuity Sy.tem. 152.65 81.11 152.55 81.11
L95.77 775.@ 795.77 775.60
Kosmatt Secu.itySy\lem\ t95.77 176.@ 795.71 176.@
600.00 500.00
Koseattm Euilders 600.00 600.00
500.00 500.00
Kosamattam Builders 600.00 600.00
InteEst E(eived on Loan 55.23 55.23
Kosamattam Builders 55.23 55.23
Balan.e ottstnnilins as ot the vear-end ! AssetlLiabilitlt)
Investments in Equity Shares (15,860.10) (15,850.10) (12.s4) l12.s4t 13,&2.Nt l3,5U.N) 1a9,474.64t 119,474.64:)
112,845.23) 112,845.23) o\a45.23t \12,845.23t
Laila Mathew (3,014.83) (3,014.83) (3,014.83) (3,014.83)
lilu saju varghese (0.04) (0.04) (0.04) (0.04)
(0.01) (0.01) (0.01) (0.01)
George Thomas (3.14) (3.14) (3.14) (3.14)
saju varsh6e (9.38) (9.38) (9.38) (9.36)
Bala Mathew (0.01) (0.01) (0.01) (0.01)
Kosamattam Ventures Private Limited (3,602.00) (3,602.00) (3,502.00) (3,602.00)
NCD - Lirted (0.20) (1.00) (129.80) \97.50t (12.4s) 114.79) (142.4s) (113.29)
Sreenath Palakkattillan (0.20) (1.00) (0.20) (1.00)
Milu Mathew (23.00) (8.00; €3.00) (23.00)
(e.00) (9.00)
Saiu Varghese (10.00) (10.00)
George Thomas (66.80) (64.50) {66.80) (54.50)
Tom George Kavalam (21.00) (10.00) (21.00) (10.00)
(8.0s) l12.t4j (8.0s) 112.14t
Giia Joy (4.40) 12.65) (4.40) (2.6s)
Rent Deposit @.77 74.41 60.77 74.41
60.77 78.47 60.77 74.41
700.00 492.6 700.00 492.55
Milu Mathew 700.00 892.66 700.00 492.55
Advance for pur.hase of
19.98 18.05 19.9E 18.05

79.94 18.05 19.98 18.05

(15,799.33) (15,781.69) (0.20) (1.00) 557.65 7a2.52 (12.45t (14.79) (18835.34) (1&s98.81)

+)

F - 148 19
/{.
Annual R 2022-23

\4 \t tmB ln ,ta) t\ti"ling lutt )1tht lt r

Investments in Equity Shares (1s,860.10) (1s,860.10) (12.54) (12.s4) l3.fi2.O0l O,@2.OOI O9A74.54) 179,t74.641
Mathew K Cherian ('12,84523) 1t2,845.23) 172345,231 la\w.23)
Laila Mathew (3,014.83) (3,014.83) G,014.&3) (3,014.63)
Iilu saju varshese (0.04) (0.04) (0.04) (0.04)
Milu Mathew (0.01) (0.01) (0.01) (0.01)
(3.14) (3.14) (3.14) (3.14)
Saju varghese (e.38) (9.38) (9.38) (9.38)
Bala Mathew (0.01) (0.01) (0.0r) (0.01)
KosamattamVentures Private Limited (x6o2.m; (r6o2.m; (3,502.00) (3,502.00)
NCD - Listed (1.00) (2.0s) (13s.80) \97.s0') 113.95) 174.79t (1s0.76) (114.34)
Sreenath Palaklattillam (1.00) (2.05) (1.00) (2.0s)
Milu Mathew (23.00) (23.00) e3.00) (23.00)
Bala Mathew (9.00) (9.00)
00.00) (10.00)
(72.80) (64.50) lr2.E0l (64.s0)
Tom George Kavalam (21.00) (10.00) (21.00) (10.00)
(9.s6) /,12.14) (9.56) \12.14)
Giia ]oy (4.40) (2.6s) (4.40) (2.5s)
Rent D.posit 74.91 74.41 74.97 74.41
74.91 78.41 ?8.97 74.41
a9?.65 1,250,00 492.66 1,250.0{
Milu Mathe$ 892.66 1,250.00 492.66 1,250.00
Adv .e Iorpurchase of
134_92 22q_26 134.92 229.26

Kosamattam Se.udty Systems 134.92 229.26 134.92 229.26

Tolal (1s,781.19) (1s,781.69) (1.00) (2.0s) 744.32 La39.96 (a3.96t 114.79) (3,467.W) 13,372.74t 08,518.91t (18,031.31)

il\ F
&c
ldq o
m
4

F - 149
50
&a Annual 2022-23

Note 39: Capital ManaAement

Capikl ManaSm€nt
Thc primary objectjve of the Company's .apital mnagement policy is to lNlre that the Compmy omplies with qternally
imposed capilal requir.'ments md maintais strong oedit ratings and healthy .apital ratios in order to support its business and
to marimi4 shareholdcr value

The Company manages its capital sbucture and makes adiustments io it in light of change in eonomic onditions and
requirements of the Iinancial covenants. ln order to maintain or adjusr the capital structuie, the Company may adiust the
amount of dividend payment to sha.eholders, rctum capital to sharcholdcrs or issue capital se.urities. No changes have been
madc to the objectivB, poli.ies and process€s f.om thc prcvioE years. However, they are under constant revi€w by the Board.

I in Lakhs

NuDl.rator Denoninator
Ratio
Capital to risk weigh ed assets
89,502.12 105,495.55 17-71% 18.65yo -5.06v"
ratio (CRAR)
Ticr I CRAR 73,576.15 105,495.5s '14.56% 14.45v" 0.73%
Tier ll CRAR 75,925.97 t05,495.5s 3.15v" 4.20% -24.90/"
Liquidity Ratio 19"368.05 8,O37.U 24438%
*Vaiance ot applicable liquqrty latio awlictbility
Note: since is o ly thde lron curre t period.

Regulatory .apital consists of Tierl capital whi.h omprises share capital, share premium, od .etained earninSs including
arr.{t year Profit leos ac.rued dividends. Certain adjustments are made to Ind A}based results and r@16, as p.escribed by
the R6erve Bank of lndia. The other smponent of regulatory capftal is Tier 2 capftat instruments.

Note 40: Iair value Measurement

Fnir vatue oI dnancial instM€nts not measuied ar fair value

sd out below is a .omparisorr by clasr of the carrying amounts and fair values of the company's financial instments
that are initially mcsured at fair value md subsequenrly carried at mortized cost in the financial staremenrs.
< in Lalhs
fair
Level
2023 zo22

Cash ed (,sh equivalents I 3,n230 7,ill.97 3,77234 7,301.97

Banl Balance other than Above 1 33,611.s4 26,838_69 33,671.54 26,n4.69
3 't5.76 83.58 '15.76 83.58
3 4,U,569.06 4,N,725_W 4,U,569.06 4,N,725.m
Other Financial 6sets 3 1,360.33 1,338.45 1,360.33 1,338.4s
5,23324.99 436,247.59 5,23i2a.99 4,35,X7.59
Iindcial Liabiliti*
Payable 3 7 t3.83 385.37 7 t3.83 385.37
2 2,38,il6.37 2,23,564.73 2,38,fi6.37 Lzj,564.73
Borrowings (other than debt securiti€s) 2 7,93,222.36 1,31,944.31 7,9322236 1,31,944.31
Subordinated liabilities 2 30 026.06 30,014.98 30,026.06 30,014.98
Other f inancial liabilities 3 301.13 400.98 301.13 400.98
Finan.ial Liabilities 4,62,769.69 3,A6370.37 4,62,7i9.69 3,86,310.37

Valuation techniques

liabilities that have a short term maturity (less than twelve

are a reasonable approximation of their fair value. Such
other than cash md cash equivalents, and trade

l, Coonri

F - 150
5l
r<-.
2022-23

Such eouts have been classified as Level 2/Level 3 on the basis that no adjustments have b€en made to the balances in the

Lom6 dd rdvances to custoheB

The fair values of loans and reeivables are Btimted by dis.ounted .ash flow models that in orporate smptioN for aedit
risks, probability of default, and loss has Sivd default 6timat6. Sine smparable data is not available, credit dsk is derived
using histori.al expedencE, manaScment view, and other information led in its .oltective impaiment mo<iels.

Iair valu6 of portloliosare calculated usinS a pordolicbased approadr grouping lcns as far as possible jnto homogenous
SrouPs based on simila. characleristi.s i.e., type of lom. The Company then calculates and o(trapolates the fair value to the
entte Portfolio usinS Effective interest rate model lhat incorporatG interest rate estimtes considering all significant
charactcristi.s of the loaro. The oedit risk is applicd as a top-side adjustmmt based on ihe collective impairment model
incorporating the probability ofdefaults and toss given defaults-

finan.ial liabitity at mortized cost

The fair values of financial liability held to matuity ar€ estimated sinS an effective interest rate model bascd on ontractual
€ash flows usinS actual yields.

Note 41: Risk MaraSement

The Company's principal financial liabilities comprise borrowings and trade md other payables. The main purpce of rh6e
financial liabilities is to finan@ md support the compmy's operations. 'Ihe Company's prircipal financial assers inctude
loans, 6h ed cash equivalents md other receivables that are derived dire.tly tuom its operatiom. As a financial lending
institutioo Company is expos€d to various risks that are related to lending busin6 ed operaring enviromenr. The
PrinciPal obiective in Compmy 's risk management prGses is to measure and monitor rhe various risks rhar Company is
subie.t to and to follow poli.ies and pro.eduEs to addBs su.h risks.

The ComPany's Risk Management Comittee of the Board of directors constituted in acordme with the Reserve Bank of
lndia reSulations has overatl responsibility for overseeing the implementation of the Risk Managemenr Policy. The committee
meets at least twice in a year to review the Risk ManaSement practices. Risk Mamgement departrnent periodi@lly places its
report to the comittee for review. The crmmittee's suggesrioN for improving the Risk Management pracri.Es are
implemented by the Risk Mmagement department.

Risk M
aSemmt deparknent shal be responsible for the followirg:
a) Identifying $e various risks dsociated with the activitie of the Company and a*sing their impacr on the busin6s.
b) MeasurinS the rbks and suggesting mesures to effectively mitigate the risks. However, the prinury responsibility for
managinS the va.ious risks on a day to day basis will be with the heads of the respeclive business units of the Company.

Thc Company is generally exposed to credit risk liquidity risk md market risk

I CEdit Risk
Credit Risk aris6 from the risk of loss that my o.cur tuom the default of Compmy's customers under lom aSreernents.
Cctomer defaults and inadequate otlateral may lead to loan losses-

The Compmy addresses crcdit risk ttuough following pnxs:

a) Credit risk on Gold l@n is considerably redued 6 @llateral is in rhe form of Cold omaments which can be e6ily
liquidated md there is only a distmt pcsibility of losses due to adequate margin of 25% or more rerained while disbursinS
the loan. Credit risk is further reduced through a qui.k but caretul collateral appraisal md loan approval Focess. Hoce
overal, the Credit risk is normally low.

b) Sanctioning powers for Gold Loffi is delegated to various authorities at brm.hes/ontrouing offices. Sancrioning
powers is used only for Srmtins loaN for legally permitted purpo*s. The maximum Loan ro Value stipulared by the
ReserveBankof India d@snotexceed under any cir(:llmtances.

c) Gold ornaments brought for pledge is the primary responsibiliry of Br&.h Mmager. Extra .are is takm if the gold
ieweuery b{ought
(or pledge by any customer at any one time or cumulatively is more the 20
8m. The branch manag€r
conducts proper duc ascertajn the ownership of the gold jewellery based on tho
answers provided by &c

f{" (
$,
F - 151
,e Annual 2022-23

d) Au€lions are €onducted as per the Auction Polio/ of the Company and rne guidelines issued by Reserve Bank of India.
Auction is generally onducted before loan amount plus interest erceeds realizable value of gold. After reenable time is
givcn to thc astomcrs for rclease after l@n b.rom.s overdue and exhausting all efforts for persusive r@very, auction is
rc$rted to as the last measurc in unavoidable cases. Loss on account of au.lioG are reovered from the ostomer. Any
ercess received on auctions are retunded to the customer.

Impaiment A6sessment
The Company is minly engaged in the business of providinS Sold lom. The tenure of the loaG generally is up to 9
months. The Company .1so provid6 other smred md lm(nred l@re. The Company's impairment assessment and
measurement approa.h is set out in this note. It should be read in onjunction with rhe Sulunary of significant acounhng

Definition of default and ore

The Compmy .oroiders a fimcial insEument as defaulted and therefore Stage 3 (credit impaired) foi Expected Credit
Loss (ECL) calculations in all cases when the borrower becomes 90 days past due on its $ntractual payments. As a part of a
qualitative assesment of whether a customer is in default, the Company also considers a variety of instances that may
indicate utlikeness to pay. When such cvcnts ocor, the Company carefully .oreiders whether the event should r6ult in
treating the ostomer as defauited and therefore assessed as StaSe 3 for ECL calculations or whether Stage 2, as appropriatc.

It is the Compay's poli.y to consider a financial instrumcnt as 'cured'and therefore re-.l6sified out of StaSe 3 when none
of the delault aiteria have been prcsent for at least ltue con*otivc months. The de.ision whether to classify an asset as
Stage 2 or Stage 1 oncc cured depends on the updated credit grade, at the time of the cure, and whether this indicates there
has been a si8nifi.ant increase in oedit risk $mparcd to idtial rccoSnition.

Company's internal credit rating grades ddstaging dte;a for loans are as follows:

High grade Stage 1

1.30 DPD Stagc 2
31-60 DPD Stage 2
Past due but not impaircd 61- 90 DPD Stage 2
Individually impaired 91 DPD or More StaBe 3

Exposure at Default (f,AD)

The Exposure at Default is m estimate of the exposure at a future default date, €onsiderinS qpected .hanSes in the
exposure after the reporting datc, including repayments o{ p ncipal md inter6t, whethe. scheduled by contracl or
otherwise, expected drawdowm on commjtted fnciliti.s, d ac.rued interest.

Probability of default {PD)

The Probability of Default is an estimate of the likelihood of default over a Biven time horizon. To calculate the ECL for a
Stage 1 loan, the Company ascss rhe po$ible default events within 12 months for the calculation of thc 12 months ECL.
For Stag. 2 md StaSe 3 finan€ial asset' the exposure at default is coNidered for events over the lifetime of th€ instruments.
The Company uses historical infomation wherever available to determine PD. PD is calolated using the Incdental 91
DPD approach consid.ring fr6h slippaSe using historical information.

2023 2022
Stase 1 Stase 2 Staee 3 Staee 1 Stase 2 Stas€ 3
i) Cold Lod 237% 7392L 100.0070 1.92% 13.77v. 100.m7.
10.00% 30.00% 1m.m% 11.10% t5.27yo 100.m%
iii) Kism Credit 10.m% 30.00% 100.00% 10.00v. 30.00% 1m.m%
iv) MiGo rinance Loans 10.m% 30.00% 100.00% 100.m% 100.m% 1m.m%
v) Mortgaged Loan 1o.mv. 30.00./. 100-00% 100.m% 100.00v. 100.m%
10.00% 30.00./" 100.00v. 100.00% 100.00% 100.00%
Other MF/ 10.00% 30.00% 100.00% 100.m% 100.00%

F - 152
/< 2022-23

Basod on review of macro-€€onomi€ developments and eonomic outlook, the Company has assessed tnat no adjustment is
required for temporary overlays to detemine qualitative impacl on its Ptys as at March 31, 2023 and March 31, 2022.

Loss Given Default (LGD)

LCD is the estimted loss that the Company might bear if the borrower defaults. The Company detemines its reovery (net
pre*nt varue)by elysing the recovery trends, borrower rahn& collateral value, and expected proceeds from the sale of an

2023 2022
Staee 1 Staee2 Slase 3
i) Gold I@n 74.53v. 14.53% '\453% 1339% 1339% 1339vo
100.00% 100_00% 100.00% 100.m7. 100.m.,6 100.m%
iii) Kisan Credit 100.00vo 1m.00% 100.00% 100.m% 100.00% 100.mvo
iv) Micro Fimce lnam 100.m% 100.m% 100.00% 100.0070 100.m% 100.m%
v) Mortgaged L(E 38.4./. 34.62% 3a-62% 21.72% 27.721" 21-72%
100.m% 100.00% 100.ixl% 100.m% 100.00% 100.m%
vii) Other I-oans 100.m% 100.00% 100.m% 100.m% 100.m7. 100.m%

LGD Rates have been computed intemally based on the discounted remveries in defaulted ac.ounts that are clced/ written
offl repGsessed and upgraded during the year.

When stimating ECLS on a colletive basis for a group of similar assets/ the Company applies the sme prin ipb6 ror
assssing whether there has ben a signifi.ant increase in credit risk sin@ initial recognition.

Coltaterat and other credit erhan.ements

The eount and typc of .oll.teral required to depcnd on an assessmmt of the aedit risk of the counterpa y. cuidelinB are
in plae covc.inS the ac.eptability and valuation of each rype of cotlateral.

The tabl6 on the following Pages show the maximum exposue to aedit risk by class of fimcial asset. Th€y also show rhe
total fair value of collateral, y surplus collateral (the extot to which the fair value of collateral held is grearer rhm the
exposure to which it relates), md the net expcue ro.redit risk.

The main t ?es of collateral de as {ollows: -

Management provides gold loans aSaiGt the secldty of gold. The
Sold is pledg.\t wfth rhe company and based on rhe
compmy policy of loan to value ratio, the loan is provided.

AC
M ry
/d,
NEGlsTEAED
7-
o

F - 153 54
'1& ort 2022-23

Fair value of.ollateral and credit enhm.ements held a in Lakhs

Bankand
Securities gov.mment
ECLs
guarantees

Cash and cash €quivalents 3,n2.30 3,772.30 3,772.30

Bank Balance other than Cash md
33,511.54 33,677.54 33,6\'\.54
Lods (cross):
i) Gold Loan 4,U,50237 4,U,502.3\ 2,35,675.06 7,20,rn37 2"6U_17
ii) Business Loan 9.92 9.92 9.92
iii) Kisan Credit
iv) Micro Finance Loam 83.U 83.34 83.34
v) Motgage Loan 6,192.36 6,792.36 7,794.56 73,9a6-91 3,497.59
vi) Rental Loan 13.50 13.50 13.34
vii) Other LoanE 165.15 165.15 165.15
75.76 15.76

Other financial Bets 1,360.33 1,360.33

Total fird.ial a!6et6 at amorttued
5,D,726.51 37,383.64 6.192.36 4,U,502.31 2,43,459.62 7,71544.12 1,544.00 6,397.51

Fina.cial assets at IVTPL'

Total fin .ial inshments at fair
value throush Dtofit or loss*
Equity irutrument at fair
value through OCI
Total equity inshment at fair
value through OCI
726.51 32383.84 6,19236 4,U,502.31 7,71,544.12 1,648.00 6,39751
Other ommitments
37,383.84 7 .51

6c
' Induding Equity l$truments

/&
F - 154 55
 2022-23

Iair value of .ollateral and.iedit enhan.ements held a in Lalds

37.2022
Bankand
Seorities Sovemeent tctu
Suardtees

Cash and .ash equivalents 7,30r.97 7,301.97 7,301.97

Bank Balance other thm Cash md 26,838.69
26,a38.69 26,838.69

Loans (Gros6):
1,23,005.09 5,19,685.81
'1,uo.49
i) Gold Loan 3,96,680.77 3,96,680.71
ii) Business Loan 507.35 507.35 64.86
iii) Kism Credit 528.56 52.86
iv) Mi€ro linan.e Loans r16.33 116.33 116.33
v) Mortgage t an 6,344.64 6,3U.U 7,U2.27 13,986.91 1,378.06
vi) Rental Loan 16.13 16.13 76.73
vii) other Loms 147.52 147.52 147.52
14.08 14.08
69.50 69.50
Other financial assets 1,338.45 1,338.45
Total 6nar.ial .sseis at dortised 1,30,647.35 5,67,A133A 42iJ936
4,39,903.93 3q740.65 6,344.64 3,96,@0.77 3,616.25

Einancial assets at FVT?L'

Total financial instrllmentt at Iair
value throu8h profit or loss*
Equity instrument at fair
value throush OCI
Total equity instrument at fair
vatue throush OCI
4,39,903.93 34,140.65 6,3M.64 3,96,680.71 1,30,547.35 5,67,813.38 22!D36 3,616.25
Other.omibrents
4,39,903.93 34,14{J.6 6.344.54 3,96,680.71 7,N,641-36 5,67,813.38 2,2!t9,36 3,61625

&
' IncludinA Equity Instruhents
MF
/& () P

F - 155 56
 Annual Report 2022-23

II) Liquidity risk

Asset Liability Mamgoent (ALM)

The table below shows the maturity pattern of the assets d liabilities. In the case of loanr the contracted tenure of the gold loan is a mdimum of 9 months. However, on account of a
hiSh incidmce of prepayment before contracted maturity, the below maturity profile has been prepared by the MaSement on the basis of tne historical pattem of repayments. In the
.ase of bans other than gold loanr the matudly profile is based on contracted maturity.

Matuity patten of asseb dd liabilitie6 ar on Mar.h 3L 2023:

I in Lakls
Not
Uptol 1to 2 2to3 3to6 Over 5
lto3yeN 3 to 5 yeds Total

ALM '
C6h md .6h equivalents 3,688.67 83.63 - 3,772.n
Banl Balance other than
Cash and .ash equivalents
3,003.31 2"452.82 \461.42 4,986.85 15,725.44 6,',18',1.',19 0_10 0.01 - 33,611.54

36,7y.40 56,170.87 $,6m.'19 '1,93,682.69 7,42,198.57 735.00 1,363.98 6,390.88 t6,397.52) 4,U,569.06
Total 43A26sA 5A,623.69 55,552.01 7,94,669.s4 7,57A07.64 5,916.79 1,364.08 6,.]90.89 16,397.52) 5,27,9s2.9O
Iinan.ial Liabilitie6
9,330.76 30,9$.1r 27,735.40 t,03,482.70 57,763.56 9,627.19 (416.41) 238,506.3r
Borrowings (other than 't,N7.49
M,A2.D 9,641.98 42,545.79 36,@7.27 u,952.62 44,375.75 r,93,U2.36
Debt Securitics)
Subordinated Liabilities 52.62 130.00 285.00 '12,710.14 15,141.32 '1,757.96 (s0.98) 30,026.06
Total 14,654.74 7A,972.74 42,545.79 67,210.32 72,973,02 t,@,56n.59 73,97237 11385.15 1457.391 4,61,754.73

'reprcGents adjuittnen16 on accouht of EIR/LCL

sco
tIt F

o
iEOIS'IEIIEO m
=
o )

F - 156 57
'&.
2022-23

of as5ets and liabiliries as on March 20221 { in Lakhs

Not
Uptol 1to 2 2to3 3to5 3to5 Over s

ALM *

Cash and cash equivalents 7,301.97 - 7,301.97

B.nl R,laneoth€r than
Cash and cash equivalents
1,o73.24 2,290.10 1,708.68 4,044.46 '10,t94.1,1 6,6)1-94 926-74 a.a2 - 26,834.69

38,845.51 29,795.75 60,265.17 7,38,402.93 1,36,078.35 953.59 (3,616.24) 4,fi,725.

Total 47,220.72 32085.a5 61,973.79 1,42,447,39 7,46,272.46 7,555.53 925.14 o,uz 13,615,24t 4,34,855,65

Iinm.ial Liabilities
16,280.16 10,383.17 26,205.44 21,7n36 7,26,754.67 77,280.94 5,249.98 (362.89) 2,23,564_73
Borrowings (other than '14,554.97 8,432.O7 30,799.49 25,349.15 76,449.32 32416.41 3,942.50 t,31,944.31

Subordinated Liabiliiies 110.15 3,762.04 2"42153 14111.01 7,672A5 \62.20) 30,014.98

Tot.l 141655.12 24,712.23 41,183.05 51"554.55 41,9U.72 1,61,59L55 37,334.4s 72922.43 1425.@t 3,A5,524.02

'lepresents adjuEtnents on account ot EIR/ECL

t-

T, /& o
ni

F - 157 58
(( Ii.T,[t.!"J 2022-23

II0 Market;sk

Market Risk is the rjsk that the fair value or the tuture cash flows of a financial jnstrument wiu nuctuate because of.hang6
in ma.ket fa.tors. Su.h.hanges in the values of financial instruments may result hom €hanges in the interest rates, credit,
liquidity, and othcr market .han8es. The objective of mrket risk mma8ment is to avoid ex.essive expGure of our eamings
and .Auity to loss and redu@ our exposure to the volatility inherent in financial instruments. The Company is exFxed to
two tyPe! of market risk as folows:

lnterest rate .isk is the risk that the fai. value of tuture cash flows of a firancial instrument will fluctuaie because of chan86
in market inter6t rates. The company is subiecl to irterest rate risb primarily since it lends to ostomers at fixed rates and
for maturity periods shorter thm the fuding sources. 'Ihe maiority of our borowings are at fixed rares. Howryer,
borrowings at floating rates give rise to interest rate risk. Interest rates are highly sensitive to many factors hyond control,
includinS the monetary policiG of the Reserve Bank of India deregulation of the financial sector in India domestic and
international economic and political conditios, inllation, and other factors. In ordei to manage interesr rate risk, lhe
company s@ks to optimi?e the borrowing profile betw.ln short-term and long,term l@ns. The ompany adopts tunding
shategiE to eGue diversified rcsoureraisinS options to minimize ct md maximize the stabiliry of tunds. Assers and
liabilitiG ee GteSorizcd into various time buckets ba*d on their matu.ities and the Asset Liabiliry Managemcnt
Committee suPe.vises an interest iate sensitivily report periodi.ally for assessment of interest late risks. The Inter6r Rate
Risk is mitigated by availing tunds at very €ompctitive rates through diversified borrowings and for differmr tenur6.

The following table demonstrates the *hsitivity to a rasonably possible chanSe in the interest rates on the portion of
borrowinSs affeded. With all other variables held oNtmt, the profit before rdes affected through rhe impact on floating
ratc borrowinSs are as follows:
a in Lakhs

Inpa.t or ?rofit before tar€B

2023 2022
On lloatin8 Rate Borowings
0-5 % increase in interest rates 720_75 433.04
0.5 % decrease in intcr.st rates 15) {433.04)

The Company's exposure to price risk is not material.

Note 42: SeSmenl rePortinS

The Company is mgaged in the business *gmer of Financin& whose operating resulrs de regularly reviewed by the
managm&t to make decisions about rmurces to be allocred and to as56 s perrormane, and for which discrere
finmcial infomation is available. Further other bEiness segments do not exceed the qumritative thresholds 6 defined by
lnd AS 108 on "Operating Segmenf'. Hence, there are no separate reporrable se8ment' s required by Ind AS 10s on
"operating Segmen(.

Note43: Utilization ofpro.eeds of Public Issue of Non - Converrible Debe.rures

The comPmy has durin8 the year raised ttuough public issue i 93,637.93 lnkhs of secu.ed Redmble Non Convertible
Debentures. As at Mar.h 31, 2023, lhe @mpany has urilized rhe entire proceeds of the public isue, net of issue expeM in
accordance with the objects stated in the offer dMents.

Note 44: Di6.losure required as per Rese e Bank of tndia Norificarion No. DNBS.CC.PD.NO. 25sl03.10.0r2011-12 dared
March 21, 2012

<in Lakhs
As aI MaJ.h 31,
2023 2022
Gold Lom Sranted agaist .ollateial of Sold jewellery (principal porrion) LU,il2.31 3,96,680.7 !
Total assets of the Company 5,44,434.13 4,56,889.12
88.99% 86.82v.

Kt
F - 158 59
K 2022-23

Note 4s: Disclosures requiEd as per Resene B k of lndia Master Dire.tion - Non-Banking Finan.ial Compmv
Systemically Importdt Non-Deposit taking CoiPanyand Deposit taking ComPany (Re6efle Bmk) Dire.tions,2016

Amout Anout
1 Li.bilitie6:
Loat6 and advances* avail€dby lhe non-bankirg
finedal cohpany in.lusile of in te.es! accrued 2022
2023

234,9?l.72 2,n,927.62
: Seored
:Unsecured
(other than fallinS within the meaning of public
deFsits)
: Perpetual Debt Insbument 467.63 675.t6

(c) rerm Loans 7,10,460.44 64,614.43

(d) Inter corporate loans and borrowing
(e) Comercial PaPer
(0 ot]'er Loans (specify nature)
Loan from Dire.tors/ Relatives of Dtectors
29,6@.41 29,402.02
Borowings from Banks,/FI 82,767.92 67,329.44
Overdraft asaist Depcit with Banls

2. Break-up ofl(fl above (Outst,nding publi. deposits inclusive ofinterest a.(rued thereon but notpaid:
<in Lakhs

(a) ln thc form of UtEored debentu.es

(b) ln the form of partly secured debenturcs i.e. debentues where there is a
shordall in the value of searity
(.) Other public depGits

3.8reak-up ofLoans dd Advances includinS bills re.eivables (othei than those includedin (4) below) r
<in Lakhs
sl
No.
(a) Searcd 4,q,694.67 4,03,025.35
271.91 1,315.89

4, Cunency: <in Lakhs

2023 2022
Current InvesEnentsl
1. Quoted:
(i) shares (a) Equity
(b) Prcferenc
(ii) Debentures and Bonds
(iii) Units of mutual tunds
(iv) Govement S€orities
(v) others (spe€ify)
2. Unquoted:
(i) Shdes (a) Equity
(b) Preference ac
(ii) Debentures and Bonds
8[,
F - 159 60
ar
/&i 2022-23

(iii) Units of mutual fMds

Govermot Securities
(iv)
(v) others Gpecify)
Long Term lnvstmots
1. Quoted:
(i)shd6 (a) Equity
O) Prerermce
(ii) Debentur6 md Bonds
(iii) Units of mutual tunds
(iv) Govet]mot securities
(v) orhtrs Gpe. y)

(i) Shares (a) Equity

(b) Preferenc€
(ii) Debentu6 md Bonds
(iii) Units of mutual tunds
(iv) Govement Securities
(v) otl'e.s (specify)

s. Break-up of LeasedAssets and stock on hire and other assets.ountin8 towards AFC activides: -
I in L.lhs
sl

(i) Lease apts induding lese rmtals under sundry debtors: ,

(b) Operating lease

(ii) Sto.k on hire including hire charges under sundry debtors

(b) Reposssed Ass.ts

(iii) Other loaN ohting towards AIC activities
(a) toans wherc apts have been repossessed
(b) tDans other thm

5. Borcwer crouPwise Classifi.ation ofAssets Findced* as in Sl No. (3) and (4) above!
<in Lakhs
202i

(a) Subsidiaries
O) Companis in the same Sroup
(c) Othcr related parties 5,r8.66 548.55
2. Other than related pa.tie6 4,U,420.25 0.15 4,44,O20.4O
Total 4,U,564.91 0.15 4,84,569.06

I in Lakhs
Maich 2022
Category
S€cured
1. Related Parties
(a) subsidiaries
(b) Comp is in the samc group
(c) other retated 698.n 698.n
2. Other 918.19 4,m,026.n
Total 3,99,805.41 91E.19

F - 160 ,( 6l
ru 2022-23

7. Investor group-wise classifi.ation ofall investrnert6 .utenl and long tem in share6 dd sedrities
(Both quoled & un quoted) NA

8 Other Infomation

(i) GrGs Non-Performing Assets

(a) with Related parti6
(b) with othe6 7,754.85 5,742.29
(ii) Net Non-Perfoming Ass€ts
(a) wid' Related paties
(b) With Others 3,32497 3,523.84
(iii) Aspts a.quired in satisfaction of the debt
(a) With Related parties
(b) With Others

e Detailr of the Au.rionr .onducted with respe.t to Gold Loan

The Company auclion d 32,952 lom ac@uts (Mdch 31, 2022: 64167 a.comts) durinS the financial year. The outstanding
du6 on these lMn arcunts were 111,823.88 Lakhs (March 31, 2022: I 3139825 Lakhs) till the rBp€ctive date of auction.
The Company realied {12,051.04 La-khs. (March 31, 2022: I 28,469.38 Lakhs.) on auctioning of Sold jewellery taken as
ollatcral searity on th6e loans. Company confirm that nonc of its sister oncems pa.ticipated in the above auctio$.

10 a) t in Lakls

2023 2022
i) CRAR (%) 77.779 78.651,
i, CRAR-Ticr I optal (%) 14.56% 14.459
iii) CRAR Tier II capital (%) 3.r5% 4-201"
iv) Amount of subordimted debt .aised as Tier-ll capital '13,957.24 16,409.45
v) Amout raised by the issue of Perpetual Debt Instruments durinS the year
vi) Amount raised by the issue of Pe.petual Debt Instrments 415.00 565.m
vii) Percentage of fDI to Tier I Capital 0.56% o.93%

10 b) Investment6 { in Lakhs
March
2023
1. Valu€ of Investments
i) Cross Value of Investments
(a) rn rndia
(b) outside India,
ii) ProvisioN for Depreciation
(a)In India
(b) Outside India,
iii) Net Value of lnvestmmts
(a)In lndia
(b) Outside Irdia
2. Movemert of provisiors held rowaidr depre.iation on investuraB.
(i) Opening balance
(ii) Add : Provisions made durint the year
(iii) Less rWrit+off / w te-back Provisions durint the year
(iv) balance

r&
F - 161 62
 2022-23

10.) D.rivatives lin Lakhs

20L7 2022
(i) The notioml principal or swap agremots
(ii) L()sg which would be inorred if ounterparties failed to tulfil their obliSatiom
under the agrements
(iii) Collater.l required by the NBFC upon entering into swaps
(iv) Con.€ntration or oedit risk ansinS ftom swapE
(v) The fair value of the swap book

10 d). interest rale (IR) derivatives t in Lakls

Exchanse'trad.d interest rate (IR) derivatives

{ in La}hs

2022
i) Dis.losure relarins to scaritization

tl F/
&c
{ /,{, (
S, COCllut
m
=

F - 162 6l
,.f Kosamztlzn
Finan.e Ltd-
'lf1' Annual Repolt 2022-23

10 f) Aieet Liabili9 Maagement

of..rrain ir€ms oI assets.nd liabil ies curency: i in LaLh!

Debt Searities 9,330.76 30,983.11 27,735,4t) L,8,1a2.70 57,76i.56 9,627,19 (416.41) 2)4,56.X1
Liabihies
Subordinared 52.62 130.00 285.00 12,710.74 15,141,32 t,757.96 (50.98) 30,n26.M
Borcwin8s 2,601.47 2,r76.N 9,224.6L 9.64t.94 42,545.79 36,097.2t u,952.62 44,375.75 1,007.50 1,93,222.36
foreign Cur.en y Liabilities

Advances' 21,980,33 11,267.20 56,770.47 53,690.19 1,93,682.69 7,42,t98.57 735.00 1,363.98 6,390.A7 16,39.52) 4,4L569.6
(oth€r rhan inveslmeni in loreign bsidiary)
Ioreign Currency asts
(Inveslmenlinlor€isnsubsidiary)

*Cont.a.ted tenor of gold lou is maximum of 12 months. Howevcr, on account of high incidence of prepayment before contracted maturity, th€ above maturity profile has
been prepared by the mmaSement on the basis of historical pattem of repayments. In case of loans other than gold loarL the maturity profile is based on ontiacted maturity
*represents adjustments on acomt of EIByECL

days(one fronlhto month to 3

Li.bilities
Debt Ssndes 16,240.16 10383.17 26,205.4n 21,n3.% 1,26,754.61 t7,240.94 5249.98 1362.89) 2,23,554.73
Liabili$es
Subordinated 110.15 3,762.M 2,42t.53 16111,01 7,672.45 (62.201 30,014.98
Bo!rcwirys 383.37 2,575,74 11,595.86 8,432.07 3t,799.49 25 349.15 \6,449.32 32,416,41 3,9,12.50 131,9.1431
lor€i8n Cumcy Uabilities
Ar6.tr
Advan €s" 29,523.53 2,588.82 6,73i.16 29,795_75 @,265.t7 1,38,42.93 136,07435 (3,616.24) 4,@,725.N

(other than invBlm€nl in forci8n Nbsidiary)

IorciEn Currcncy asts
(Inv.stm€nt in forcisn subsidiary)

fontracted tenor ol gold loan

is marimum of 9 months. a.omt of high inciden@ of prepayment before contracted mturity, the above maturity Profile has b@n
prepared by the manaSement on the basis of In case of loaro other thm gold lom, the maturity profile is
*represents adjustments on account of EI[{/ECL

/&,
F - 163 (:1
/{a 2022-23

10d ExposuE
to Real tstate Se.to.

2023 2022
a) DiE.t exposure (Net of Advan.e6 from Cu6tome6)
(i) Residential Mort8ages -
Loding lully eored by mortgages on residotial
property that is or wiU be occlpied by the borrower or that is roted:
(ii) Comm€rcial Real Btat€ -
Lending secured by mortgages on commercial real estates (office buildinSs, retail spa.e/
multipurpose comer.ial preris€s, multi-family rsidential buildings, multi-tenmted
commercial premis6, industial or warehou* spa@, hotels, lmd a.quisitio4 developmmt,
537.45 530.08

and @nstructiorr et..). Exposure would also include non-fund baed (NFB) limits;
(iii) Investment6 in MortgaAeBa(ked s€triti8 (MBS) md other
se.uritized exporues -

b. Comer.ial Real Estate

Total Exposure to Real Estate Se.tor 537.45 530.08

t in Lakhs

i) Direct investment in equity shares, o)nverrible bo^ds, .onvertible deb€nrures, ad units of

€luity-oriented mutual fuds the corpus of whi.h is not exclusively invested in corporare

ii) Advances agaiNt shares,/bonds/debentures or other s.curftiB or on clean basis ro

individuals for inve"tment in shares (includinS tpos / ESOps), onvertible bonds,
.onvertible dcbenturer and u s of equity,orientcd mutual funds
iii) Advances for my other purposB where sh 6 or conv€rtible bonds or conve ible
d.'bentures or units of equity orientcd mutual funds arc raken as a primary seority
iv) Advmcs for any other purposes to the extent secuted by rhe olate.al sd.urfty of shares
or.onvertible bonds or converrible debentures or unfts of equity-oriented murut funds ,.e.
where the p.imary secu.ity other thm shares / converrible bonds /onverrible
debentures/units of equity-oriented murual tunds do€s not tully cover rhe advanc$
v) Scored and uns.ared advances to srockbrokers and guarmrees issued on behalf of
stockbrokers and market m,kers
vi) Loms smctioned to @rporares agaicfthe securty of shdes Aonds/debentures or orher
seorities or on dem basis for meeting promoter's onhibution ro rhe equity of new
Cl)mpani6 in mticipation of raising resour@s
vii) Bridge loms to comp i6 against cxpe.ted equi.y flows /issues
vii, Underwriting omitm.'nts taken up by rhe NBICS in resped of primary issue of shares or
convertible bonds or onvertible debenrures or units of equfty oriented mutuat tunds
ix) Financing to sto&brokers for margin tradinS
x) Atl exposures to Altemahve lnvsrment Funds:
(i) catesory I
(ii) Catc8ory II
(iii) Categor,r ul
0.00 0.m

MF/ sco

Y K, o
4.

F - 164 65
re Annual Report 2022-23

C
Petcentage of Gioss Total f,ipos@
Total fxposure (includes Per.entage of Cioss
{in.ludes on balan.e
o!balance sheet and off- NPA' to total exposure
sheet and off-bale(e
balan.e sheet exposure)
sheet eryosure)
1. AgrioltuE and Allied

2.Industry
2,474.77 2,474_36 99-991, 2,&0.72 2,468.26 94.937"

6.OtheE, ifany (Gold Loai,

Mi.ro rinan.e, Rental Lom, 4,88,497.86 5,284.49 1.08% 1,01,,711,.1,3 7,741.45 1.79./,
Business Loan & Otheftl

iv) Details of financing oI p@.t.ompmy pmduct6r Nil

v) Details of Singl€ Bolrorrer Limit (SCL)/ G@up Bo@wer Limit (GBL) ex.eded by the Conpany: Nil

vi) Total amount of idva!.es for whi(h intaraible se.uiitier 6u.h a6 .harge ov€r the right6, li.ens€s, authori9 et. ha6 b€en t.k€n and which is to be .lasgified a6 Un6€.urEd

vii) r

P 2023 2022
i) Total amount of intra-group exposures Nil Nil
ii) Total amount of top 20 intra-Aroup exposures Nil Nil
iii) PerqtaSe of inka-group expcures to total erposure of the NBFC on Nil Nil
borrowers/ostomers

viii) UnhedAed foreian orency Nil (March 31, 2022-Nil)

MFi N
10 h) Related Party trarsa.tiois with rel.ted parties.re di6clo6ed in point note 38
Slt{'.j
at.
F - 165 66
 Annual 2022-23

10 i) Regishation obtained ltom finardal rector Egurators

' compmy hai obtained a .eilificate of registration dared Dec€mber 1, 2013 bearing registration no. 8-16.00117
issued bv the Reserue Ba* of India ("RBr") to carry on the acrivfties of a non,bankint fin;ncial
company without
a..epting public deposfts under Se.tion 45 tA of the RBt Act, 1934.
. holds a tull-fledsed money €hansers license beanns rcense number FE.CHN.FFMC.40DO06
!9^p*y
February
dated
Z 2006 issued by the RBr which w.s valid up to February 2& 2025. Currentty Company has 62 aurho.ized

' corpany holds a cerrifcate of Registration dared Ma.ch 30, 2016 bea.ing Reaistrarion Number -
cA0179 iisued by
IRDA to comen@/carry b6ine6s in the .apacity of a Corp-,te eg..,t (Compo6ire)
under rhe Ireurmce
Regulatory d Developmenr Authorfty Act, r9ry ren"-.a rp t" ar, Uu."t Zmi
' companv holds a certificare of ReSisrration dated Mav 22; 2019 beaing regisrrarion
number rN-Dp-415,2019
iNed by rhe SEBr ro act as DeFx ory parricipanr in re.ms of R%ularion ,0 oithe Se.urities md
Exchange Board
of India {Depostories and parricipets) R%ularios, 1996
' compmv has obtained registration with rinanciar rnreligence unit India (FrurND)
registration No FINBFI2988
- and was assiSned
. Our Company has obrained registrarion with t€gal Entity Idennfier rndia Limited (LEIL)
and was assigred a LEr
Code 335800F78Y8NG3884A84.
. Global Intermediary Idenrification Number (GIIN) of rhe Company is
1CrT1U.99999.SL.356.
' companv has obrained registrarion under Goods md sc,i.e iax ict, 2ol7 for
vdious srates as below.

SL
No STATE GSTTN
l ANDRAPRADESH
37AACCK42N
2 DELHI
07 AACCK4277 A-tZ-l
3
24AACCK42N ATZX
I KARNATAKA
29AACCK427AIZN
5 KERALA
32AACCKA77A2ZZ
KERALA
32AACCK4277 A3Zy
7 MAHARASTRA
27 AACCK4277 AIZR
8 PUDUCHERRY
34AACCK42Z AIZW
9 TAMILNADU
33AACCK4277 ArZy
10 TELANGANA
36AACCK42,"/A1ZS
11 UTTARPRADESH
09AACCK4ZN A|ZP
10 i) Penalties levied by rhe above RegdatoB: Nil
10 k) Ratings assigned by Credit Eting Agencies
Cun.ncy: < in Lakhs

Ratin8 Agercy [a.ilities Ouklandir8

Rated
N{arch 31, Mar.h Ratirg Definitior
31, March 31,
2023 2023 20?2
India RatinSs &
Instrwents with rhis
1,18,473_49 IND A,
IND BBB+ rating are onsidered ro
lndia Ratings & 211,580.00 /Stable have moderate degree of
IIND Triple
tlebt 14,965_94 IINDA safety regarding timety
B+l
India Ratings & Min'rsl seruicinS of finmcial
Banl Facilities
2,20,m0.00 1,93,222.36 obliSatiom. Such
instruments carry
moderate dedft risk.
1,U,522.06 BWRBBB+
BWR BBB+ Modiiers {'+" (pls) /,-
1,25 000.m IBWRTnple "(minus)l reflect rhe
IBWR Triple
Brickwork RatinSs B+l comparative standing
Debt<G. 5,382.20
B+l
within the caregory.
\ ,4\

F - 166 67
K oft 2022-23

Bieak up oI Prcvi6ions and Contin8en.ies 6hown und.r the head Eve{ses ir

2023
1 Provisiore for depreiation on Investment
? Provision towards NPA (Explcted Credit Loss) 2,7a-t.7/ 466.73
3 Provision made towards Income Tax 3,830.76 2,725.57
4 Other Provision and Contingen.ies (with details)
't26_',13
Provision for Gratuit/ 61.33
Provision fo. Other Assets 24.80 102.18
5 Provision for Leave Encashment

10 m) Con.entration oI Advd(es < if, Lakls

SI

1 Total Advances to twenty largest borrowers 6,036.40 6,739.49

2 Percentage ofAdvances to twenty largestbonowers toTotal Advan(s of thc NBFC 1.Zyo 7.67y.

10 n) Con.entr6tion of a in Lakhs
sl
No. 2022
1 Total Exposures to twenty larget borrowerrostomers 6,036.40 6,739.49
Per@ntage of Exposures to twenty largest borrowers/Custome6 to Total Erposures
2 123% 1.67"k
of the NBFC on borrowers/Customers.

10 o) Con.enhation of NPAS ain Lakhs

st Mardr
No. 2023
I Total Exposurs to top four NPA accounts LX4_12 3,033.72

10 Movement oI NPAS a in Lakhs

sl
No. 2022
{i) Net NPAS to Net Advances (%) o.a% o.95%
(ii) Movement of NPAS (Gross)
(a) opening balae 5,742.29 4,U2.71
(b) Additions during the year 3,689.44 2,Co829
(c) R€ductioB during the year 7,676_87 908.11
(d) Clo6ing balance 7,754.86 5,742.29
(iii) Movement of Net NPAS
(a) opming balance 3,523.88 2,757.97
(b) Additions during the year '1,123.72 1,,465.10
(c) Reductiom durins the year 't,3228 69.73
(d) clcins balance 3,324-97 3,523_48
(iv) Movement of provisiore for NPAS (exduding Provisions on Standard A*ts)
(a) openins balance 2,278.4n 7,484.20
(b) Provisions made durins the year 2,565.71 543.19
(c) write-off / write -back of excess provisions 354.24 208.98
(d) Closine balance 4,429.87 2,27a.41

Addition6/ Reductions to NPA (Gtoss and Net) stated above durif,g the year are based on year+nd figuEs.

10 q) OveEeas Assets as at March 31,2023

The Company does not havc any joint venture or subsidiary abroad, hence not applicable.

10 r) Off'balan.e SheetSPVS d
The Compmy h6 not sheet SPV which are required to be
aco
<, ffi
F - 167 68
/< 2022-23

10 s) Dis.losure of complaints

1) infomation on (omplaints re.eived the NBFC3 fiom GromerE and ftom the Offi.es of Oobudsmd
St.
No
CurentYed ?reviou6Y€at
Complaints r.rcived by the NBIC from its Gtomers
1 Numtier of complainrs FEnding at beSiming of the year 5 3
2 Numbcr of .omplaints re@ived du.ing the year 6 8
3 Numbcr of.omplainls disposed during the year 10 6
3.1 Of whiclL number oI ()mplaints reiected by the NBFC 0 0
4 Number of @mplaints pending at the end of rhe year I 5
Maintainable .omplaints re.eived by the NBIC from Offi.€ oI ombudsman
Number of maintainable rcmplaints reeived by the NBFC from Offie
6 8

Of s, numb€r of complaints resolved in favour ol tlrc NBFC by Office of

5.1 6 3

5.2
Of t number of complaints re6olved through 0
.onciliatjon/mediation/advisories issued by O{fice of Ombudsmm 0
Of 5, nmbei of complaints rBolved after passin8 of Awards by Office
5.3 0 0
of Ombudsman against the NBIC
Number of Awards unimplemmted within the stiputated rime (orher
than tho6e appealed) 0 0
complaints refer to complaints on the $ouds spe.ifically menrioned in Integrared Ornbudsman
Scheme, 2021 (Previously The Ornbudsman Scheme for Non Banking Finmcial Compani6, 2018) and covercd wfthin rhe
ambit of the Scheme.

2) Top 6ve grcuds of complaink re.eived by the NBrCs liom customeE

pending at the
pending at the pendin8
beginring of
beyond 30 day6

7 2 3 4 5 5

Groud - 1
3 5 o% 1 1

Othets
RegardinS Perpeiual
2 0 0 0 0

Rega.ding Non-
0 1 67vo 0 0
convertible debentu.e
5 5 -25% 1 7

3 -54% 3 2
Loans and advances
OtheE
Regarding Pcrpetual
0 3 NA 2 2

Total 3 8 -330/o 5 4

M
4,
F€
/thQr 1.
a
o
4 m

o
F - 168 69
;1,
Annual ReDort 2022-23 I I
Note 46: Dis.lo6ure pursuant 1o Reserve Brnk of tndia notifi.ation DOR (NBIC).CC.PD.No.109 /22.10.106/2019-20 dated 13 March 2020 pertaining to Asset Classification

Appendir
Template IorDis.losEe in Notes to linan.ial Statements
As at Mar<h 31, 2023
Differen.e between
Net
carry;ns Ind AS 109
Asset Classificatior as pcr C""',i"8 perIRACP
per IndAS 109
pe.Ind AS Ind AS 109
(1) 12) (3) (4) (5)=(3)-(a) (6) (7) = (4)-(6)

Stage 1 4,64,525.44 '1,549.u 1,62,935.80 1,858.10 1268.46)

Stage 2 18,686.28 378.00 18,308.28 303.25
4,43,211.72 1,967.64 4,81,244.O4 1,932.85 34.79

Non-Perfomins Assets (NPA)

Staee 3 1,363.98 222.27 1,14t.71 136.40 85.87

Doubtful - up to l ycar Stage 3 391.42 105.38 286.U 74.28 27.',10

Stage 3 1,378.52 497.40 881.12 418.28 79_12
Staae 3 '1,755.',14 739.03 t,o\6.11 927.47 088.44)
Subtotal for doubtful 3,s2s.08 7,341.41 2,743.27 1424.03 \a2.21

StaEe 3 286s.80 2,865.80 2,865.80

Subtotal fo! NPA 7,754.86 4,429.44 3,324.98 4,426.23 3.65

Other itero such as guaiant€es, loan commitmmts, etc. which are in Stage I
the scope of Ind AS 109 but not overed mder cu[ent Insme Stase 2
Re.ognitiorr Asset Classifi.atiorr and Provisioning (IRACP) norms Stage 3

Stage I 4,64,525.U 7,589.64 4,62,935.80 1,858.10 t268.46)

Stase 2 18,686.28 378.00 18,308.28 74.75 303.25
Total
Stase 3 7,7s4.86 4,429.88 3,324.98 4,426.23 3.65
Total 4,90,965.54 5,397,52 4,U,s69.06 5,359.06 3E.44

{^ \ cor"t;
iEGISTf
4-
o KOTT,
/^ l, q
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'70
F - 169
 Annual ott 2022-23

5
A6 at Mar.h 3, 2022
Differen.e betw€en
Net
CarryinS Ind AS 109
Asset Classifi.atior as pei RBI Carrying
pei Ind AS I09
per IllAct
IndAS 109
(1) t2l (3) ({) (s)=(3)-(a) (6) (7) = 14l-16)

Stage I 3,n388_05 1,323.t9 3,76,064.86 1,509.55 (186.36)

Staae 2 77,303.08 317.63 14985.45 69.2\ 248.42
3,94,591.13 1,640.42 3,91050.31 7,574.75 62.05

Non-Perf omins Assets (NPA)

Stagc 3 t,870.56 269.74 1,600.82 187.05 82-69

Doubtful - up to 1 year Stage 3 540_78 109.16 437.62 116.51 (7.35)

Stage 3 94\.11 275_75 66s.39 347.55 (71.80)
Stasc 3 1,683.51 395.78 '1,247.73 860.99 (465.21)
Subtotal for doubtful 3,165.43 740.69 2,3U.74 1,325.05 1544.35'

Stage 3 4,614.12 921.99 3,689.13 4,614.12 (3,689.13)

9,650.11 7275.42 7,674.59 5,725.22 (4,150.80)

Other items such as Suarantees, loan cornmitments, etc. which are in Stase 1

the s.ope of Ind AS 109 but not €ov€red undei o(ent Inome Stage 2
Recognitiorr Ass€t Classificatiory and Provisioning (IRACP) norms Stage3

Stas€ 1 3,n3Aa.O5 7323.19 3,75,064.46 1,509.55 (185.36)

Stage 2 17303.08 317.53 16985.45 69.21, 244.42
Total
Stage 3 9,650.17 1,975,42 7,674.69 6,126.22 (4150.80)
4,M.341.24 3,676.24 4,N,725.N 7,704.94 (406E.74)

IND AS ECL Provisionin8 is higher comp orrc and hen@ the need to maintain Impairment Reserve no longer applies.
The Board of Dire.tor's of the Coh Poliry in its meting held on May 27, 2023

!l
F - 170 '71
,o\
*
/( ii"T+'Jffi. 2022-23

Note 47: Disclosure on Liquidity CoveraS. Ratio

Disclosure as per the .irolar RBI2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.m 2019-20 dated Novemb€r
^o.
04 2019 issued by Reerve Bank of lndia r%ddin8 Liquidity Coverage Ratio (LCR)

Maintenan.e of t iquidity Covera8e Ratio [CR)

Resepe Bank Of lndia vide its noti6cation no. RBI2019 20/88 DoR.NBTC (PD) CC. No.10203.10.m1/ 2019-20 drd
November 04,2019 inEoduced Liquidity Coverage Ratio lor certain cateSories of NBICS w.e.f D@mber 01 ,2020.
All nonieposit taking NBFCS wiih asset size of < 10,m0 oore and above, and all dePosit takinS NBICS inesPective
of their asset size, shall maintain a liquidity buffer in terms of LCR which will Promote rsilien e of NBFCS to
potential liquidity dis.uptions by emuring that they have sufficient HiSh Quality Liquid Asset (HQLA) to surive
any aate liquidity stress senario lasting for 30 days. The stdk of HQLA to be maintained by the NBrCs shall be
minimum of 100% of total net csh outflows over the next 30 calendar days. The LCR requiremmt shal be binding
on NBFCS t om Decembe. 1, 2020 with the minimum HQLAS to be held beinS 50% of the LC& progreseively
reaching up to the .equired level of 100% by December 1, 2024 6 per the timeline given below:

2020 202r 01,2022 2023 01,2024

Minimum LCR 50./" 0-60 701, 85% 100%

Furthet, Non-depGit taking NBFCS with asset size of a 5,0m oore and above but less than < 1Om0 qore shall also
maintain the required lcvel of LCR starting December 1,2020, as per the time,line given below

2020 2011 n1.2024 2023 01,2024

Minimum LCR 30"/, 0.50 60./. 8s1" 100%

MF/ &C

/r$ o
m
4-
o

F - 171 72
/< 2022-23

March 31, 2023 December 31- 2022 lu€ 30, m22

Total Tot.l Total TotaI Total Total
weighted Unweighted Unweighted weishted Unweighted

Hish Quality Liquid Assets

1 Total HishQuality Liquid Assets * (HQLA) 19,368.05 11368.05 't9,991.O9 19,991.09 73,7t8-07 73,718.07 7t,947.22 1 .22
Cash Outflows
Not Not Not Not Not Not
2 Deposits (for deposit taking companies)
applicable applicable
3 Unse.ured wholesale fundine 98.39 113.15 98.24 '1t2.98 37.79 43.46 15.73 18.10
4 S€cured wholesale tunding 24,243-03 27,879_49 38,8s3.76 44,681.82 27,728.90 31,888.24 28,249.50 3?,486.93
Additioml requirements, of which
Outious rclated to deriodtioe eryosures and othet
(i)
collatenl reWirenents
(ii) Otttlous ftlated to lo* of funtlinR on debt produck
Ctdit dnd liqtidit! fdcilitis
Other contractual fundinq obliEations 3,613.50 4155.53 2,885.40 3314.2r 3,005.50 3,456.33 2,9AL42 3,424.63
7 Other ontinsent tunding oblisations
8 Total Cdh Outflow 27,954.92 32,148.17 41,437.40 4&113.01 30,772.19 3s384.03 31,246.65 35133.65

9 37,785A8 23,839.11 44,940.26 $,745.t9 54,7(4.74 47,076.59 45,045-74 33,7U.31

10 lnflows from fully performing exposures 0.05 0.03 0_04 0.03 0.04 0.03
't-1 3,01492 2,267.79 5,747.49 4,310.61 1,158.20 868.65 1,334.10 651.49
'\2 Total Cash Inflow 34,800.4s 24100.33 5O,5W.79 38,015.83 55,927.O2 41,945.27 46,379,84 34435.E0
13 Total HOLA 19,36E.05 19,991.09 13,718.07 17,947.22
14 Total Net Cash Outflow 6845.53 a,$7.04 8,850.39 12,024.25 25,154.83 4,447.41 4,983.42
15 Liquidity Coverase Ratio ('.) 240.9a% 166.200/" 155.05% 132.99vo

acomponmts of HQI-A repEut Cash & Bank Balance

1) Unweighted values are calculated as outstandinS bald.es maturing or callable within 30 days (for Cash inflows and Cash outflows).
2) weighted values are.alculated after the application of respective hairots (for HQLA) and str6s faclors (on cash inflow/cash outflow) 6 per RBI Suidelines.
3) 'Aveia8e' for all the qua.ters for the year ended March 2023 is .omputed 6 simple averages of daily observations for the quarter.
4) 'Average' for the quader ended March 2021 is avera8g of monthly observarioro for the quarter (ie. Imuary 2023, February 2023 and March 2023).
5) The fiSurs used for the quantitative and assumptions of the manaScmcnt, which have ben relied upon by

F - 172 '13
7&i Annual Report 2022-23

B) Qualitative Disclosure

"The Company h6 Megement (LRM) framework on liquidity standaids 6 prscribed bv rhe RBI
aalopted Liquidity Risk
guidelinB and has put in pla@ requisite systems and Prrcses to enable Periodical comPutation and ,ePortinS of the
Liquidig Coverage Ratio (LCR). The mandated reSulatory threshold is embedded into the Liquidity Risk Marogment
framework of the Company th6 sub,ectinS LCR mainteme to Board oversiSht and Priodical review. The ComPany
omput6 the LCR and r€ports the same to the Asset Liability ManaSement Comittee (ALCO) as well as to the ALM
Cotrmitt@ of the Board.

Thc Company follows the cnte.ia laid down by RBI for .aldlation of HiSh Quality Liquid Assels (HQLA), Sross @sh
outflows and inflows within the nert 30nay period. HQLA predominantly comprises unencumbered Cdh and Banl
balances, Goverment securitiB (viz., Treasury Bills, Central d State Govemment securities, Investments in TREPS
(Triparty Repo [ades in Govement Seorities provided by The Clcaring Corporation of lndia)).

A1l significant outflows and inflows determined in accordance with RBI gddelines are included in the presaibed LCR
omPutation temPlatc.

The Compmy monitoE the onentration o( funding sources hom significant counterpartier signific t ifftrumenls/
products as pdt of the LRM framework. The Company follows internal limits on short term borowings whi.h form part
of the LRM framework. The Company's tundjng sources are fairly dbpersed a6c sour.es md matuities."

"The hard
shall have the overall rsposibility for management of liquidity risk. The B@rd shall decide lhe strategy,
Policies and Procedur6 to manage liquidiry risk in accordanc€ with the liquidity risk tolerancerimits decided by it from

The ALM Comittee of the Board of Directors shall be r.spoNible for evaluating the liquidiry risk.

The AsseFliability Management Committee (ALCO) cor'.sisting of the NBFC,S top management shatl be responsible for
eGuring adherm@ to the risk blerane/limits set by the Board as well 6 implementing the liquidity risk management
strategy of the NBFC. The Managing Dirccror heads the Comm te. The role of the ALCO w h respe.t to liquidity risk
include, inte. alia, de.ision on desircd maturity profile and mix of incremental assets md liabilitier sale of assets as a
source of tunding, the sbucture rBponsibilities and @ntrols for managinS liquidity risk, and ovetseing rhe tiquidih/
pGitions ol the Company.

The ALM Support Croup headed by Chief Financial Offier and consisting of operaring sraff who wil be r€spoEibh fo.
analysin& monitoring and reporting the tiquidity risk profile to the ALCO. The Asser,Liability Management Conm te
(ALCO) onsistin8 of the NBFC'S top management shall be rBponsible for erBurinS adhermce to the dsk rolerance/ timits
set by ihe Board as well as implemcntin8 the liquidity risk mmgement st.ategy of rhe NBFC. The Managing Dte.ror
heads the Committee. The role of the ALCO with .espect to liquidity risk includ.', inter a1i4 decision on desir.\t maturly
Profile and mix of inclemental as*ts ed liabilitier sale of assets as a sou.ce of fundin& the sbucture, EspoEibllfties dd
ontrols for mam8ing liquidity rislt and oversedng the liquidity positions of rhe Company.,,

Dis.losure as per Cuidelines on Liquidity Risk MdaSenent Framework for Non-Bankin8 Fin .iat
,1E.
Conp.nie6 and Core Investnent Compdie6 on November 04, 2019 (Applicable to the .ompany sin.e Seprember
30,2022)
Cnency: < in Lakhs
Nrmberof Sisni6cant
As on March 31, 2023 %, of Total deposits '; of ?otrl Liabilities
15 7,fi,7a7 -64 34-23%

(i) Top 20l&ge depo6its (amount in Llhs md % of toral deposfts): NA

(ii) Top 10 borrowings (Guidelines on Liquidity Risk ManaSement Framcwork for Non-Banking Financial
Compani.B md Core Investmmt Compmies on November tl4, 2019)
ain Lakhs
Mafth 31, 2023 Mdch 31, 2022
10 '1,32,44t.24 '1,32,171.73
10 ,itrrc\r ?8.68% 34.%-

'14
o
F - 173
/& Annual Report 2022-23

(iii) Funding Conccntration based on siSnificant irorrument/Product

% of Total Liabiliiies
2,38,$6-31 5096%
Seored Non{onvertible Debentures
1,10460.45 x.609
55,469.33 11.85%
WCDL
29,558.43 632%
CashCredit 5.83o/t
4,67,247.11 9E.56%

(a) Comercial paPers as a % of total Publi. turds, total tiabilities and total assets: NA
(b) Non .onvertibte dcbentures (oriSinal matu.ity of l6s than one year) 6 a % of total Publi. fundt total
liabilities and total assets: NA
if toral liabilities and total 6sets:

(i)Other short-term Uabilities as a % of toial liabilnes 46.92v,

(ii) Other shoft-rern liabilities as a % of total s*ts 40-33y,

Nole 49: Prcvision for the impad oI COVID-19

ReeFe Ba* of India had announced certain re8ulatory measures in the wake of the disruptiore on a.count of the
COVID-19 pandemic. In accordance with the RBI guidelines rcrlating to the CO\4D 19 ReBulatory Pa.kage, the
lending institutioro have ben permittcd to grant a moratorium on Payment of all istalmcnts and/or interest, as
applicable, to eligible borrowers in acordmce with the Board approved policy. The compmy h6 not avail€d any
moratorium from the lenders. In a.oidan.e with the reSulatory Package announced by the R6eae Bank of Indi4
the company has offered an optional moratorium to eli8ible ostomers. As per the guidelines issued by the ReseNe
banl of lndia on AuAust 04 2020 & May 0t 2021 regarding the Rmlution framework for Covid'19'related strese the
lcnding institutions have been permitted to implement a iesolution plan in r6pect of eligible borroweE in accordance
with the Board approved policy. Since the mjodty of oui customers are short-term'gold loan clstomers and other
eli8ible rutomers als were not there, the number of ac.ounts where the rgolution plm has been implemented
Inder rhis wind.w is'NII'

Note 50: Wilful Delaullei

The Croup has not been dedared as a wiltul defaulter by any bank or financial institution or other lendq in the financial
Ycars ended March 31, 2023 d Mdch 31, 2022.

Note 51: Det.ils of Crypto curren.y or Virtual orrency

Thc Group h6 not traded or invested in Crypto currency or Virtuat currency during the financial years ended March 31,
2023 .nd March 31, 2022.

Note 52: Previo6 Yed ligures

Previos year 6gure! have be.'n r.Erouped/reclassified/readjusted, wherever neessary, to .onfom to ihe curent year's

A3 per out report of even date atta.hed

l-,..t.^'rlt^-
Laila Mathew For SCS & Company
ManaSing Dire.tor Whole time Director Chartered A.countants
DIN DIN:01286176 Iirm Reg No. 0098895

C Sreenath Palakkattillam Sanjo N.G, I.C.A., D.I.S.A. (ICAI)

Filu.ial officer MF
{r
Chief
Membershjp No.211952
.r , ts. &c
o UDIN: 23211952BGRFYN53Z
o
Date:May 2Z 2023 o
o
*
75
F - 174
F - 175
F - 176
F - 177
F - 178
F - 179
F - 180
F - 181
F - 182
F - 183
F - 184
 ColunnE colrmnt Columnc colmn N Colunno
M

nd r-lihiution
orI.rd (soulin Rclrted to o.ly rno* it.ne @v.ed b, fijs c.difiote
.H|

ASSETS
Prop€rty, Pl,nt and EqLipmenr

z*tt

5,r1,034 74

Cash and C.6h Equivale.ts \n4.22

Banl Balanc othe. lhan Cdh

{ o
.rl
z-
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F - 185t
 ColnmnD Colm.E ColrmnF Colmn L colmn M Colun N Cdun O

tD

Book vdue Bookvrlue

LIABILITIES
t2,13,133.29) 2,13,133.29

. wcDI- cc

ts
tI
4
F.: n-
m
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F - 186
 in the dis'lGure
1. We confirm that the ComPary has @mPlied with the covendts mentioned
fo' tne ended Match3T'2024'
.rmments of the S€.ured listeal non_onvertible debq*ures Period

2.Themarketvalueof(S0.T0lakhsoftheLddand<5T.gTlakhsofthebuildingisontheb.sisof
ertified valuation done on 01 July 2021.

For Kosmattm f inanc€ Limited

M
Mana8ing Dire.tor

DIN: 01265073
{g o
Date. 294s-2024

lt,
4
o

F - 187
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F - 192
F - 193
May 29, 2024

To

Bombay Stock Exchange Limited,

Phiroze Jeejeebhoy Tower,
Dalal Street, Fort Mumbai – 400 001

Dear Sir,

Sub.: Disclosure required under Regulation 52(7) of Securities and Exchange Board of India (Listing
obligations and disclosure requirements) Regulations, 2015 for the period ended March 31, 2024.

As required by Regulation 52(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
we hereby certify the following:

1. The proceeds of Non-Convertible Debentures issued by the Company till March 31, 2024 have been fully
utilized for the purpose for which these proceeds were raised.

2. There is no deviation in the use of proceeds of Non-Convertible Debentures as the same has been utilized
as per the objects of the issue.

3. Certificate is attached as Annexure-1.

Kindly take the same on record.

F - 194
 Annexure-1

UTILISATION CERTIFICATE
As required by Regulation 52(7) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
we hereby certify the following:

1. The proceeds of Non-Convertible Debentures issued by the Company till March 31, 2024 have been
fully utilized for the purpose for which these proceeds were raised.

2. There is no deviation in the use of proceeds of Non-Convertible Debentures as the same has been
utilized as per the objects of the issue.

3. Statement of utilization of NCD XXIX which has been allotted on January 18, 2024 is as follows:

Name of the ISIN Mode of Type of Date of Amount Raised Funds utilized Any If 8 is Rema
Issuer Fund instrument raising deviation Yes, then rks, if
Raising funds (Yes/ No) specify any
(Public the
issues/ purpose
Private of for
placement) which the
funds
were
utilized
1 2 3 4 5 6 7 8 9 10
Kosamattam INE403Q07DX7 Public Secured, Non January 370265000 370265000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07EE5 Public Secured, Non January 126426000 126426000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07DZ2 Public Secured, Non January 86251000 86251000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07DY5 Public Secured, Non January 134613000 134613000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07EB1 Public Secured, Non January 107139000 107139000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07ED7 Public Secured, Non January 951358000 951358000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07EC9 Public Secured, Non January 105434000 105434000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
Kosamattam INE403Q07EA3 Public Secured, Non January 81351000 81351000 No NA Nil
Finance Limited issue Convertible 18,
Debentures 2024
convertible
debentures

B. Statement of deviation/ variation in use of Issue proceeds:

Particulars Remarks
Name of listed entity KOSAMATTAM FINANCE LIMITED
Mode of fund raising Public issue
Type of instrument Non-convertible Debentures
Date of raising funds January 18, 2024
Amount raised ₹1,96,28,37,000
Report filed for quarter ended F - 195 March 31, 2024
Is there a deviation/ variation in use of funds raised? No
Whether any approval is required to vary the objects of Na
the issue stated in the prospectus/ offer document?
If Yes, details of the approval so require? Na
Date of approval Na
Explanation for the deviation/ variation Na
Comments of the audit committee after review Na
Comments of the auditors, if any Na
Objects for which funds have been raised and where there has been a deviation/ variation, in the following
table:
Original Modified Original Modified Funds Amount of Remarks, if
Object Object, if allocation allocation, Utilised Deviation/ any
any if any Variation
for
the half
year
according
to
applicable
object (INR
crores and
in
%)
Not Applicable

Deviation could mean:

a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized as against what was originally disclosed.

F - 196
 Disclosure of related party transactions under Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period 01.10.2023 to 31.03.2024 (₹ in Lakhs)

Additional disclosure of related party transactions - applicable only in case the related party
transaction relates to loans, inter-corporate deposits, advances or investments made or given
by the listed entity/subsidiary. These details need to be disclosed only once, during the
reporting period when such transaction was undertaken.

In case monies In case any financial

Details of the party
are due to either indebtedness is incurred to
(listed entity Details of the loans, inter-corporate deposits, advances or
Details of the counterparty party as a result make or give loans, inter-
/subsidiary) entering investments
of the corporate deposits,
into the transaction
Value of transaction advances or investments
the
related Purpose
party Value of for
Type of
Sl. transacti transaction which
related
No Relationsh on as during the the
party Nature of
. ip of the approve reporting funds
transaction indebtedne
Counterpa d by the period Intere Secured will be
audit Openi Closin ss Nature(loans/advan
rty with Cos Tenur st Tenur / utilised
Name PAN Name PAN committ ng g (loan/issua ces/ inter-corporate
the listed t e Rate( e unsecur by the
ee Balanc Balan nce of deposit/ investment
entity or %) ed ultimate
e ce debt/ any
its recipient
other etc.
subsidiary. of
funds(en
d-
usuage)
Half
year Year
Ende Ended
Year Ended
d March
March 31, 2024
Sept 31,
30, 2024
2023
Kosamatt Remunerati
am on and
Finance AACCK427 Mathew ABUPC1286 Managing Commissio 195.0 340.0
1 Limited 7A K. Cherian H Director n 340.00 0 0 - - - - - - - - - -
Whole
Kosamatt AACCK427 Laila AEDPM152 Time Remunerati 183.0 328.0
2 am 7A Mathew 6Q Director on and 328.00 0 0 - - - - - - - - - -

F - 197
 Finance Commissio
Limited n
Kosamatt
am
Finance AACCK427 Sreenath DNSPS4260 Company Remunerati
3 Limited 7A P. L Secretary on 7.15 6.21 7.15 - - - - - - - - - -
Kosamatt
am Annamma Chief
Finance AACCK427 Varghese AGMPA821 Financial Remunerati
4 Limited 7A C. 9M Officer on 4.95 4.80 4.95 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Sebastian Independe
5 Limited 7A Kurian ASJPK4181D nt Director Sitting Fees 1.00 0.70 1.00 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 C. Thomas Independe
6 Limited 7A John nt Director Sitting Fees 4.00 - 4.00 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Paul Jose Independe
7 Limited 7A Maliakal nt Director Sitting Fees 2.35 - 2.35 - - - - - - - - - -
Related
Party
Appointme
Kosamatt nt to the
am office or
Finance AACCK427 Milu ABMPH200 Relative to place of
8 Limited 7A Mathew 3D KMP profit. 2.81 2.61 2.81 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Saju Relative to Remunerati
9 Limited 7A Varghese AUIPS4471P KMP on 1.80 1.80 1.80 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 George ABZPT5449 Relative to Remunerati
10 Limited 7A Thomas E KMP on 3.86 3.81 3.86 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Sreenath DNSPS4260 Company Interest on
11 Limited 7A P. L Secretary Listed NCD 0.01 0.01 0.01 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 George ABZPT5449 Relative to Interest on
12 Limited 7A Thomas E KMP Listed NCD 5.35 4.61 5.35 - - - - - - - - - -

F - 198
 Kosamatt
am
Finance AACCK427 Milu ABMPH200 Relative to Interest on
13 Limited 7A Mathew 3D KMP Listed NCD 1.70 1.61 1.70 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Bala CJJPM9776 Relative to Interest on
14 Limited 7A Mathew K KMP Listed NCD 0.47 0.45 0.47 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Saju Relative to Interest on
15 Limited 7A Varghese AUIPS4471P KMP Listed NCD 0.04 0.43 0.04 - - - - - - - - - -
Kosamatt
am Tom
Finance AACCK427 George ATUPK3601 Relative to Interest on
16 Limited 7A Kavalam L KMP Listed NCD 1.25 1.19 1.25 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 Sreekanth Relative to Interest on
17 Limited 7A P. DCYPS7649J KMP Listed NCD 0.54 0.53 0.54 - - - - - - - - - -
Kosamatt
am
Finance AACCK427 BNUPJ6240 Relative to Interest on
18 Limited 7A Gija Joy B KMP Listed NCD 0.32 0.22 0.32 - - - - - - - - - -
Kosamatt
am Annamma Chief
Finance AACCK427 Varghese AGMPA821 Financial Interest on
19 Limited 7A C. 9M Officer Listed NCD 0.00 0.00 - - - - - - - - - - -
Kosamatt Maturity of
am Non-
Finance AACCK427 Sreekanth Relative to Convertible
20 Limited 7A P. DCYPS7649J KMP debentures 1.75 0.40 1.75 - - - - - - - - - -
Kosamatt Purchase of
am Annamma Chief Non-
Finance AACCK427 Varghese AGMPA821 Financial Convertible
21 Limited 7A C. 9M Officer debentures 0.00 1.05 - - - - - - - - - - -
Kosamatt Purchase of
am Non-
Finance AACCK427 George ABZPT5449 Relative to Convertible
23 Limited 7A Thomas E KMP debentures 0.00 10.00 - - - - - - - - - - -
Kosamatt Maturity of
am Non-
Finance AACCK427 George ABZPT5449 Relative to Convertible
24 Limited 7A Thomas E KMP debentures 1.50 - 1.50 - - - - - - - - - -

F - 199
 Kosamatt Maturity of
am Non-
Finance AACCK427 Saju Relative to Convertible
25 Limited 7A Varghese AUIPS4471P KMP debentures 10.00 - 10.00 - - - - - - - - - -
Kosamatt Maturity of
am Non-
Finance AACCK427 BNUPJ6240 Relative to Convertible
18 Limited 7A Gija Joy B KMP debentures 0.70 - 0.70 - - - - - - - - - -
Kosamatt
am Rent to
Finance AACCK427 Mathew ABUPC1286 Managing Managing
26 Limited 7A K. Cherian H Director Director 65.19 65.06 65.19 - - - - - - - - - -
Kosamatt
am Rent
Finance AACCK427 Mathew ABUPC1286 Managing Deposit
27 Limited 7A K. Cherian H Director Given 0.00 - - 60.77 60.77 - - - - - - - -
Kosamatt
am
Finance AACCK427 Milu ABMPH200 Relative to Repayment 700.0
28 Limited 7A Mathew 3D KMP of loan 700.00 - 0 700.00 - - - -
Kosamatt
am Interest
Finance AACCK427 Milu ABMPH200 Relative to Received
29 Limited 7A Mathew 3D KMP on loan 42.12 42.35 42.12 - - - - - - - - -

Kosamatt
am 36 investing
Finance AACCK427 Milu ABMPH200 Relative to 700.0 700.0 Mont in family
30 Limited 7A Mathew 3D KMP Loan Given 700.00 - 0 - 0 - - - Loan 12% hs Secured business

Received
Kosamatt Kosamatt Services &
am am Purchse of
Finance AACCK427 Security AAMFK1757 Group Fixed 104.0
31 Limited 7A System C entity Assets 104.06 73.92 6 58.86 20.30 - - - - - - - -
Advance
towards
purchase of
Kosamatt Kosamatt security
am am system and
Finance AACCK427 Security AAMFK1757 Group acquiring 112.8
32 Limited 7A System C entity services 65.50 0 65.50 - - Advance - Nil - - - - -

F - 200
 including
AMC

712.5 2396.
TOTAL 2396.41 6 41

F - 201
May 29, 2024

To,

Department of Corporate Services

BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400 001

Dear Sir/Madam,
Sub: Declaration under Regulation 52(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing
Regulations”)

I, Mathew K. Cherian, Managing Director, hereby declare that the statutory auditor of the company,
M/s SGS & Company, Chartered Accountants (Firm Registration No : 009889S), has submitted an
unmodified opinion/unqualified opinion on the Audited Financial results for the year ended March 31,
2024.

F - 202
F - 203
F - 204
F - 205
F - 206
F - 207
F - 208
F - 209
F - 210
 MATERIAL DEVELOPMENTS

There have been no material developments since March 31, 2024 and there haven’t arisen any circumstances that
would materially or adversely affect the operations, or financial condition or profitability of our Company or the
value of its assets or its ability to pay its liabilities within the next 12 months, except as stated below.

NIL

144
 FINANCIAL INDEBTEDNESS

As on June 30, 2024, our Company had outstanding secured borrowings of ₹ 4,57,577.09 lakhs and unsecured borrowings of ₹ 24,455.09 lakhs. A summary of all the outstanding
secured and unsecured borrowings of our Company together with a brief description of certain significant terms of such financing arrangements are as under:

A. Secured loan facilities.

SR Name of the Amount Rate of Principal Security Repayment Credit Asset

no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

1. The South Indian CCOL- 12,500 Present 14,872.51 Primary Security: First On demand IND A- Standard
Bank Limited effective rate ranking pari passu charge /Stable
Term Loan is 10.90% on all present and future Repayable in
Cash Credit Open 5,000 movable assets (excluding 48
Loan Present written down value of instalments
(CCOL)/Overdraft Bank Guarantee effective rate furniture and fixtures to
(OD)/ WCDL (Sub (Financial) – 26 is 10.50% the extent of
limit of CCOL) ₹10,80,91,696/- on which
the Income Tax
Sanction letter Department shall have the
dated March 18, first charge), including
2013 book debts and
receivables, cash and
Credit facility bank balance, loans and
agreement dated advances, of the company,
February 25, 2013 along with other charge
holders.
Agreement of
hypothecation Collateral Security:
dated February 25,
2013 a. 29.43 ares of
commercial plot with
building of 1,700 sq

145
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Renewed sanction ft under Re Sy

letter dated July No.13/1, (Old Sy. No.
18, 2014 9/3, 9/5/9/3A, 9/5/1/,
9/6) Kottayam
Agreement of Village, Kerala in the
Hypothecation name of Kosamattam
dated July 18, Finance Limited.
2014 b. 200 cents (80.94 ares)
of landed property at
Renewed sanction Re Sy No.253/9/3 of
letter dated block no. 18 of
October 6, 2016 Nattakom village,
Kottayam Taluk and
Renewed sanction District in name of
letter dated April M/s Kosamattam
28, 2017 Builders rep. by Jilu
Mathew alias Jilu
Ad hoc limit of
Saju.
₹20 crore
c. 30.95 ares of house
sanctioned vide
plot at Re. Sy. No. 14,
letter dated April
99, 71 of Block No.
25, 2018
146, Kottayam
Revised letter Village, Kottayam
dated July 6, 2018 Taluk, Kottayam
for regularisation District in the name
and closure of the of M/s Kosamattam
ad hoc CCOL Builders rep. by Milu
limit. George alias Milu
Mathew.
Sanction letter d. 89.40 ares of land -
dated January 31, Cardamom estate
2019 for WCDL of with 6100 sq ft old

146
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

₹150 Crore as sub building in Old

limit to CCOL. Sy.No.196/1, 91/1,
91, 92, 212 Re-Sy.
Sanction letter No. 501, 500/2,
dated September 502,500/1 of Block
24, 2020 for No. 58, Kattappana,
renewing the Village,
credit facility. Udumbanchola
Thaluk, Idukki
Agreement of District in the name
Hypothecation of Kosamattam
dated September Finance Limited
24, 2020 e. 11.60 ares of land-
Cardamom Estate in
Sanction letter Sy. No 91/1,91,92 in
dated March 20, Chakkupallom
2021 for renewing Village,
the credit facility. Udummbanchola
Thaluk, Idukki
Sanction letter
District in the name
dated November
of M/s Kosamattam
23, 2021
Finance Limited.
Sanction letter f. 10.26 ares of vacant
dated June 29, land in Sy. No.
2022 279/4A/1, 279/4A/2,
279/4B/ 1, C/1,
Renewal Sanction 157/21, 158/1, 158/2
letter dated Re Sy No.117/9-11-4
January 02, 2023 in Block no. 23,
Muttambalam
Village, Kottayam
Taluk and Distirct in

147
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Renewal Sanction the name of

letter dated Kosamattam Finance
December 27, Limited.
2023
First Pari passu charge
on below properties with
SBI on reciprocal basis

1. EM over 10.60 ares

of land and building
thereon in the name
of Mathew K Cherian
under Re Sy No 12/4
in Kottayam Village,
Kottayam taluk,
Kottayam district.

2. EM over 6.10 ares of

land and building
thereon in the name
of Mathew K Cherian
under Re Sy No 13 in
Kottayam Village,
Kottayam taluk,
Kottayam district.

3. EM over 8.47 ares of

land and building
thereon in the name
of Mathew K Cherian
under Re Sy No 12/3
Old Sy No 8/17 in

148
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Kottayam Village,
Kottayam taluk,
Kottayam district.

Personal guarantee of
promoter directors –
Mathew K. Cherian and
Laila Mathew, Corporate
Guarantee – M/s
Kosamattam Builders

2. State Bank of Cash Credit Pricing at 210 27,455.78 First charge over entire On demand IND A- Standard
India (WCDL)- bps above 6- current assets, including /Stable
18,000 month MCLR book debts and
Fund Based (MCLR w.e.f. receivables, cash and
Working Capital Term loan 15.08.2022 is bank balances, loans and 11 quarterly
(CC) – Book (working 7.65%) advances, both present instalments of
Debts/ Term Loan capital) – (present and future, of the ₹4.25 crores
– Working Capital 19,449 effective rate Company, on pari passu and last
9.75%, basis with the Secured quarterly
Sanction letter 10.20% p.a.) Creditors including instalment of
dated March 28, debenture trustees and ₹3.25 crores
2015 other banks/Financial
Institutions in the 18 Quarterly
Credit facility Pricing at 225 Multiple Banking instalments ₹
agreement dated bps above 6- Arrangement. 3.20 Crores
June 11, 2015 month MCLR and 1
(MCLR w.e.f. Equitable mortgage over Quarterly
Renewed sanction 15.08.2022 is 1.85 ares of land and Installment of
letter dated April 7.65%) building thereon in the ₹ 2.40 Crores.
27, 2016 (present name of Mathew K.
effective rate Cherian under Re Sy No

149
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Renewed sanction 10.80%, 30, Old Sy No 38/26A in 10 quarterly

letter dated 10.70%p.a) Changanacherry Village, instalments of
February 8, 2017 Changanacherry Taluk, ₹ 10.50 crores
Kottayam District and 1
Renewal sanction quarterly
letter dated March Equitable mortgage over instalment of
1, 2019 8.47 ares of land and ₹ 15 crores
building thereon in the
Renewed sanction name of Mathew K.
letter dated April Cherian under Re Sy No
29, 2020 12/3, Old Sy No 8/17 in
Kottayam Village,
Sanction letter Kottayam Taluk,
dated June 22, Kottayam District on pari
2020 passu first charge basis
with The South Indian
Supplemental Bank Limited
agreement of loan
for increase in the Equitable mortgage over
overall limit dated 10.60 ares of land and
June 26, 2020 building thereon in the
name of Mathew K
Supplemental Cherian under Re Sy No.
agreement of 12/4, Kottayam Village,
hypothecation of Kottayam Taluk,
goods and assets Kottayam Dist on parri
for increase in the passu first charge basis
overall limit dated with The South Indian
June 26, 2020 Bank Limited.

EM over 6.10 ares of

Land and building thereon

150
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter in the name of Mathew k.

dated September Cherian under Re Sy. No.
08, 2021 13 in Kottayam village,
Kottayam taluk,
Agreement dated Kottayam District on pari
September 28, passu first charge basis
2021 with the South Indian
Bank Limited.
Sanction letter
dated September Cash collateral of ₹63.25
28, 2022 crores secured by lien on
term deposit exclusively
Renewal Sanction for cash credit.
Letter dated
January 03, 2024 Personal guarantee of
Managing Director –
Mathew K. Cherian and
Whole Time Director –
Laila Mathew.

3. Dhanlaxmi Bank Cash Credit - 10.20% p. a. 4,925.55 First ranking parri passu On demand IND A- Standard
Limited (presently one charge on all movable /Stable
(with sublimit year MCLR assets (excluding the
Fund Based of WCDL) - 8.90% charge on the written
Working Capital - 5,000 +1.30%) down value of furniture
Floating with and fixture of the our
Cash Credit annual reset Company to the extent of
Facility (with ₹10,80,91,696/- on which
sublimit of Income Tax Department
WCDL) would be having the first
Present charge) and current assets
effective rate including book debts and

151
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter is 10.70%, receivables, cash and

dated February 12, 10.50% p.a. bank balance, loans and
2016 advances, both present
and future of our
Credit facility Company thereon with
agreement dated the secured creditors
February 15, including debenture
2016. trustees and other
banks/financial
Revised sanction institutions in the multiple
letter dated banking arrangements
February 17, 2017 with 25% margin
Letter reducing
rate of interest
dated November
1, 2016

Enhancement
Sanction letter .
dated October 11,
2018 for ₹5,000 Cash Margin of 20%
lakhs.

Letter dated
December 17, Personal guarantee of
2018 for promoter directors –
modification of Mathew K. Cherian, Laila
primary security Mathew,
for cash credit of
₹5,000 lakhs vide
Enhancement

152
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter
dated October 11,
2018

Renewal sanction
letter dated
September 23,
2019

Renewal sanction
letter dated
September 4, 2020

Renewal Sanction
letter dated
September 15,
2021.

Renewal Sanction
letter dated July
20, 2022

Renewal sanction
letter dated August
17, 2023

Substitution of
Collateral
property sanction

153
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

letter dated
October 26, 2023

4. Union Bank of Cash Credit Present rate for 8,651.03 First Pari passu charge on On demand IND A- Standard
India (WCDL) -7,500 Cash Credit, current assets of the /Stable
WCDL and Company including book Repayable in
Term Loan - Term Loan is debts, loans and advances 33 equal
5,000 10.75%, and receivables including monthly
Cash Credit 10.95%, and gold loan receivables instalments of
Facility (WCDL) 11.15% along with existing charge 1.52 crores
respectively holders.
Sanction letter
dated October 26, Cash collateral of 25% by
2016 way of fixed deposit with
the lien marked in favour
Hypothecation of Union Bank of India.
agreement of
goods and debts Margin- 25%
dated December
23, 2016. Personal guarantee of
promoter directors –
Revised sanction Mathew K. Cherian, Laila
letter dated Mathew and Jilu Saju
December 14, Varghese.
2017

Hypothecation
agreement of
goods and debts
dated December
20, 2017.

154
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Hypothecation
(Book Debts)
Agreement dated
December 20,
2017

Sanction letter
dated December
27, 2018

Hypothecation
agreement of
goods and debts
dated December
28, 2018.

Hypothecation
(Book debt)
agreement dated
December 28,
2018

Renewed sanction
letter dated June 2,
2020

Composite
Hypothecation
Deed (SD-20)
dated July 4, 2020

Hypothecation
(Book Debts)

155
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Agreement (SD-
05) dated July 4,
2020

Renewal Sanction
letter dated August
06, 2021

Term Loan
sanction letter
dated January 04,
2022

Renewal Sanction
letter July 18,
2022

Renewal Sanction
letter dated
September 11,
2023

5. CSB Bank WCDL – Present 9,790.45 Primary Security: Pari On demand IND A- Standard
Limited 1,00,000 effective rate passu first charge over /Stable
is 9.75% p.a. entire current assets 36 monthly
Term Loan Term Loan – for WCDL and including gold loan instalments of
2,500 9.50% for receivables (present and .69 crores
Sanction letter Term loan future) which are standard
dated November assets along with other
6, 2019 existing lenders under

156
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Common multiple banking

Hypothecation arrangements.
Agreement dated
November 14, Collateral Security
2019 (WCDL): Lien noted
Cash Collateral equitant
Sanction letter to 15% of the aggregate
dated April 01, limit.
202
Personal Guarantee:
Rupee Term Loan Mathew K. Cherian,
(RTL) Managing Director, Laila
Mathew, Whole time
Sanction letter Director and Jilu Saju
dated December Varghese, Non Executive
31, 2020 Director

Common
Hypothecation
Agreement dated
December 31,
2020

Sanction letter
dated March 26,
2021 on
conversion of
existing ODBD
limit to WCDL
and renewal of
existing WCDL.

157
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Common
Hypothecation
agreement dated
May 26, 2021

Sanction letter
dated February 01,
2022.

Sanction Letter
dated February 01,
2022 and
addendum
sanction letter
dated May 25,
2023.

Renewal
Sanction letter
dated April 06,
2024

6. Canara Bank Term Loan – Present 5,240.67 Primary Security: First To be repaid IND A- Standard
4,000.00 effective rate charge over all movable in 45 /Stable
Over draft against is 10.50% assets and current assets, instalments of
Bank Deposit Term Loan – including book debts and ₹ 0.89 Crores
(Working Capital 5,000 receivables, cash and each for first
Demand Loan) bank balances, loans, and 44 months
advances, both present and
Sanction letter and future, of the remaining
dated September Company, (excluding 45th
26, 2017 value of furniture and

158
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Common fixtures to the extent of instalment of

Hypothecation ₹10.81 crores on which ₹ 0.84 Crores
Agreement dated Income Tax Department
September 27, shall have first charge) on
2017 pari-passu basis with all
working capital lenders
Guarantee Term Loan - and debenture holders
Agreement dated 4,000 with ACR of not less than
September 27, 1.33 times.
2017 To be repaid
Collateral: Cash margin in 45
Enhancement in the form of fixed intallments of
sanction letter deposits to the extent of ₹1.11 crores
dated November 25 % of the exposure. each for first
30, 2018 44 months
Personal Guarantee: 1. and
Rupee Term Loan Mathew K. Cherian, 2. remaining
(RTL) Laila Mathew and 3. Jilu 45th
Saju Varghese. instalments of
Sanction letter ₹1.16 crores.
dated November Term Loan –
6, 2019 2,500
First charge over all
Common movable assets and
Hypothecation current assets, including
Agreement dated book debts and
November 14, receivables, cash and
2019 Term Loan – bank balancs, both present
5,000 and future of the company
Sanction letter on pari passu basis with
dated April 01, all working capital
2020 lenders and debenture

159
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter holders with ACR of 1.33

dated December times.
31, 2020

Common
Hypothecation
Agreement dated
December 31, Primary Security: First
2020 charge over all movable
assets and current assets,
Sanction Letter including book debts and
dated October 20, receivables, cash and
bank balances, loans and To be repaid
2021
advances, both present in 35
Hypothecation and future, of the installments
Agreement dated Company, (excluding of ₹ 1.11
October 29, 2021 value of furniture and crores and
fixtures to the extent of one
Sanction letter ₹10.81 crores on which instalment of
dated September Income Tax Department ₹ 1.15 crores.
29, 2022 shall have first charge) on
pari-passu basis with all
Sanction letter working capital lenders
dated March 18, and debenture holders
2023. with ACR of not less than
1.33 times.

Collateral: Cash margin

in the form of fixed

160
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

deposits to the extent of

25 % of the exposure.

Personal Guarantee: 1.
Mathew K. Cherian, 2.
Laila Mathew and 3. Jilu
Saju Varghese

Primary Security: First To be repaid

charge over all movable in 35 monthly
assets and current assets, Installemts of
including book debts and ₹ 0.70 crores
receivables, cash and and 1
bank balances, loans and installment of
advances, both present ₹ 0.50 crores
and future, of the
Company, (excluding
value of furniture and
fixtures to the extent of
₹10.81 crores on which
Income Tax Department
shall have first charge) on
pari-passu basis with all
working capital lenders
and debenture holders

161
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

with ACR of not less than

1.33 times.

Collateral: Cash margin in

the form of fixed deposits
to the extent of 25 % of
the exposure.

Personal Guarantee: 1.
Mathew K. Cherian, 2.
Laila Mathew and 3. Jilu
Saju Varghese
To be repaid
in 35 monthly
instalments of
Primary Security: First ₹1.39 Cr. and
charge over all movable 1 instalment
assets and current assets, of ₹1.35 Cr.
including book debts and
receivables, cash and
bank balances, loans and
advances, both present
and future, of the
Company, (excluding
value of furniture and
fixtures to the extent of
₹10.81 crores on which

162
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Income Tax Department

shall have first charge) on
pari-passu basis with all
working capital lenders
and debenture holders
with ACR of not less than
1.33 times.

Collateral: Cash margin in

the form of fixed deposits
to the extent of 25 % of
the exposure.

Collateral: Cash margin in

the form of fixed deposits
to the extent of 15 % of
the exposure.

7. The Karur Vysya CCBD(WCDL)- Present 13,363.99 First pari passu charge on On demand IND A- Standard
Bank Limited 5,000 effective rate current assets, booked /Stable
for CCBD and debts, loans and advances
Term Loan - WCDL is and receivables including
2,500 lakhs 10.75%, gold loan receivables with
Cash Credit 10.80% and a margin of 15%
Facility against Term Loan - 10.30% p.a.,
Bank Deposit 5,000 lakhs respectively
(Working Capital

163
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Demand Loan) – 25% cash margin (value 12 equal

as sublimit to of ₹ 1,875 lakhs) instalments of
CCBD ₹ 2.08 Crores
15% by way of cash
margin and immovable

Sanction letter property as below:- Repayable in

dated September 11 quarterly
13, 2017 Land and Commercial instalments
Building situated at S F
No.122 Part and 123 Part,
New Ward.AL (AK)
Agreement of ,Block NO.10 , New T S
Guarantee dated NO.42 ,Karumandapam ,
September 15, K.Abhishekapuram
2017 Village ,Tiruchirappalli
West Taluk.
Tiruchirapalli- 620001
admeasuring 2290 sq ft
Working Capital with builtup area of 1989
Demand Loan sq.ft standing in the name
Agreement dated of Kosamattam Finance
August 15, 2017 Limited

Hypothecation Personal guarantee of

agreement for promoter directors –
cash credit Mathew K. Cherian, Laila
overdraft dated Mathew and Jilu Saju
September 15, Varghese.
2017

164
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Hypothecation
Agreement for
cash
credit/overdraft
dated April 02,
2019.

Renewal sanction
letter dated April
2, 2019

Enhancement of
facilities vide
Sanction letter
dated December 2,
2020

Sanction letter
dated December
13, 2021

Facility
Agreement dated

165
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

December 23,
2021

Facility
Agreement dated
December 21,
2023 and
Addendum
sanction letter
dated February 23,
2023

8. Bank of Baroda Cash Credit 2.20% over 15,528.01 First pari passu charge 12 months IND A- Standard
facility – 7,500 one year over the loan assets or subject to /Stable
MCLR book debts funded out of annual review
(applicable on the bank loan with a
Cash Credit the date of minimum cover of 1.33
Facility with review) + times. Cash collateral of
sublimit for Strategic 25% of the sanctioned
Working Capital Premium i.e. limit.
Demand Loan 10.55%,
11.10% and
Term Loan – 10.35%p.a. at
present. Cash collateral of 25% of
Sanction letter 13,333.00 the sanctioned loan limit
dated December in the form of term deposit
18, 2017 to be kept for the tenure of
the loan along with
interest credited to the
deposit account and lien

166
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Composite marked in favour of the

Hypothecation bank.
Agreement dated
December 27,
2017
Personal guarantee of
promoter directors –
Mathew K. Cherian, Laila
Mathew and Jilu Saju
Varghese.
Letter dated 2.20% Over
October 31, 2018 one year
for increasing MCLR + SP
interest rate. i.e. 9.85% p.a.
at present with 36 months
reset of MCLR subject to
annually annual review
Renewal sanction
letter dated April
10, 2019 First pari-passu charge by
way of hypothecation of 12 quarterly
all chargeable current instalments
assets, book. debts, loans
Sanction letter and advances and
issued by Vijaya receivables includes gold
Bank dated March loan receivables of the
16, 2018. Company both present
and future along with
other fenders including
NCD holders.
Agreement for
hypothecation of
supply bills and

167
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

book executed Any underlying /

with Vijaya Bank receivables classified as
dated June 19, NPA / overdue receivables
2018. respectively should be
replaced / excluded.
Minimum Security
Coverage of 1.33 times to
Agreement for be maintained.
demand cash
credit against
hypothecation of
stocks and book Collateral: Cash
executed with Collateral of minimum
Vijaya Bank dated 25% of the sanctioned
June 19, 2018. limit in the form of Term
Deposit to be kept in the
form of the tenure of the
loan.
Sanction letter
dated December
31, 2020
Personal Guarantee: Mr.
Mathew K. Cherian , Mrs.
Laila Mathew and Mrs.
Composite Jilu Saju Varghese
Hypothecation
Agreement dated
December 31,
2020

168
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter
dated March 30,
2022

Sanction letter
dated July 24,
2023

9. Punjab National Cash Credit Benchmark 1- 2,502.12 First pari passu charge For a period IND A- Standard
Bank (Book Debt)- - year MCLR of with the existing secured of one year. /Stable
1,000 the bank plus creditors on entire current
Cash Credit spread of assets and all movable
Facility with Working 2.00% assets, including book
sublimit for Capital chargeable on debt and receivables, cash
Working Capital Demand Loan - monthly rests. and bank balances, loan
Demand Loan 1,500 and advances, both
present and future of the
Sanction letter Company.
dated January 5, Present
2018. effective rate
being 10.30%
Agreement of and 10.40%p.a Margin 25%, Minimum
Hypothecation of asset coverage – 1.33
Assets dated times
January 20, 2018
Collateral – Duly
Renewal sanction discharge term deposit of
letter dated July 7, ₹6.25 crores.
2019
Personal guarantee of
promoter directors –

169
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Renewal sanction Mathew K. Cherian

letter dated (₹45.40 crores) and Laila
October 17, 2020 Mathew (₹6.67 crore).

Renewal Sanction
letter dated
February 08, 2022

10. DCB Bank Working capital Present 4,982.55 Pari-passu charge on On 89 days of IND A- Standard
Limited demand loan effective rate entire current assets disbursement /Stable
(WCDL) -4,000 is 9.5% p.a. including entire loan and rollover
Sanction letter receivables of the in 2 days
dated August 05, Company along with
2019 other participating banks
& secured debenture
Deed of holders. Minimum asset
hypothecation by cover of 1.10 times of the
borrower dated loan outstanding with
August 19, 2019 DCB Bank at all times.
Agreement for
revolving WCDL
facility dated Cash margin @ 10%
August 19, 2019

Deed of
hypothecation Guarantee: Mathew K.
dated July 29, Cherian, Laila Mathew
2020

170
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Enhancement of
facilities vide
sanction letter
dated March 23,
2021

Sanction letter
dated June 13,
2022

11. The Federal LDS Working Repo+4.35% 17,369.32 Primary: First pari passu For 12 IND A- Standard
Bank Limited Capital Loan – charge by way of months /Stable
120 Present hypothecation over the
Agreement for effective Rate Gold Loan receivables Repayment in
working capital Cash Credit – is 10.00% along with debenture 18 equal
facility dated trustees and other Banks/ instalments
December 31, 80 Present Multiple Banking
2020 effective Rate Arrangement. Repayment in
WCDL – 6,000 is 10.40% 14 equal
Sanction letter Collateral: 25% of the instalments
dated December FCTL – 4,000 Present total limit sanctioned to
31, 2020 effective rate the company in the form Repayment in
Term Loan - is 10.50% 18 equal
of term Deposit.
Sanction letter 5,000 instalments
dated September Present Collateral: - 15% of the
29, 2021 Term Loan – effective rate Repayment in
total limit sanctioned to
5,000 is 10.50% 18 equal
the company in the form
Loan Agreement of term Deposit. installments
dated September
29, 2021

171
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction Letter Present Collateral: - 15% of the

dated September effective rate total limit sanctioned to
27, 2022 is 10.50% the company in the form
of term deposit
Foreign currency
term loan vide Collateral: - 15% of the
sanction letter total limit sanctioned to
dated June 26, the company in the form
2023 of term deposit

Sanction letter
dated September
29, 2023 Personal Guarantee:
Mathew K. Cherian and
Sanction letter Laila Mathew.
dated June 29,
2024

12. Bank of Term Loan- . 11,702.28 Primary: First Pari-Passu Span of IND A- Standard
Maharashtra 10,000 charge by way of Repayment- /Stable
1 year Hypothecation of Door –To-
Sanction letters Term Loan- MCLR+1.60% standard loan receivables Door: 60
dated March 03, 10,000 of the company to the Months
2021 and March extent of 125 times of
04, 2021. outstanding loan. Moratorium-
Present 3 months
Deed of effective rate Collateral Security: 20%
Hypothecation for is 10.10% and of the sanctioned amount Repayment of
all facilities dated 11.150% p.a. in the form of fixed Principal: 57
March 31, 2021 deposit Months

Repayment
Commercial

172
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter Personal Guarantee: 1. Date: After

dated April 24, Mr. Mathew K. Cherian, the
2023 Managing Director 2. Moratorium
Laila Mathew, Whole- period of 3
Time Director months

Repayment
end date:
within 5 years
from first
disbursement

Repayment in
57
instalments of
`1.577 Cr.

13. IDFC First Bank Term Loan - 10.25% p.a. 9,998.56 First Pari-passu charge of Door to door IND A- Standard
Limited 5,000 present and future book 24 months. /Stable
10.50% p.a. debts and receivables with Equal
Sanction letter Term Loan – a security cover of 1.15x monthly
dated November 10,000 12 months repayment
20, 2021 MCLR plus a Collateral :15% cash from the date
CC – 500 spread of deposit of
Deed of 1.55% disbursement.
Hypothecation Personal guarantee of Mr.
dated December Present Mathew K. Cherian and
10, 2021 effective Rate Mrs. Laila Mathew
is 10.64% Door to door
Facility 30 months.
Agreement dated Equal
monthly

173
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

December 10, Present repayment

2021 effective Rate from the date
is 10.95% of
New Term Loan disbursement
sanction letter
dated September
03, 2022

Sanction letter
dated September
25, 2023

14. Tata Capital Term Loan - Present 963.51 First pari passu charge by 36 months IND A- Standard
Financial effective rate way of hypothecation of including 3 /Stable
Services Limited 2,500 lakhs is 11.50% Standard loan receivables months
of the company, with a moratorium
Sanction letter Term Loam – minimum asset cover of
dated September 1,607 lakhs 1.33x (Standard Assets) of Repayment in
20, 2021 outstanding loan 36 equal
installments
Deed of Collateral :15% cash
Hypothecation deposit
dated September
28, 2021 Personal guarantee of Mr.
Mathew K. Cherian and
Loan agreement Mrs. Laila Mathew
dated September
28, 2021

New Term Loan

sanction letter

174
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

dated September
16, 2022

15. Indian Bank Term Loan - 1 year MCLR 3,760.96 Pari-passu charge by way Repayment in IND A- Standard
2,500 (7.30%) of 30 monthly /Stable
Sanction letter +3.25% hypothecation/assignment instalments
dated November CC/WCDL - over specific standard after
15, 2021 1,000 Present receivables/book debts in moratorium
effective rate - respect of specific loans period of 6
Agreement of Term loan – 11.55% (excluding assets months
Hypothecation 2,500 ineligible for bank
dated December 1 year MCLR financing, asset
10, 2021 (7.85%) + securitised and pertaining
2.25% to group concerns) I year
Term Loan disbursed by the company
Agreement dated Present to individual borrowers
December 10, effective rate with 1.20 times coverage
2021 is 10.10% of loan outstanding at any
point of time by replacing
Term Loan
the closed loans/NPA
Sanction letter
loans with fresh loans.
dated October 13,
2022

Collateral :15% cash

deposit

175
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Personal guarantee of Mr.

Mathew K. Cherian , Mrs.
Laila Mathew

16. Northern Arc Term Loan Present 1,048.86 First pari-passu charge on 18 monthly IND A- Standard
Capital 4,000.00 effective Rate all existing and future instalments. /Stable
– 11.50% and movable assets including
Sanction letter Term Loan 11.25% intangibles, book debts, Repayable in
dated September 2,500.00 and current assets of the 15 monthly
27, 2022 Borrower (including gold instalments
Term Loan loan receivables, book
Sanction letter 2,500 debts, stock in trade etc.) Repayable in
dated March 16, subject to the charge the 15 monthly
2023 Income Tax Department instalments
has in terms of applicable
Sanction letter law on the furniture and
dated August 28, fixtures of written down
2023 value of ₹10,80,91,696
indicated in the Order
u/s.281 dated 26/12/2018
to be excluded from the
permission granted
thereunder under clause
(ii) of section 281 of the
Income Tax Act, 1961.

Personal guarantee of Mr.

Mathew K. Cherian and
Mrs. Laila Mathew

176
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

17. HDFC Bank WCDL – Present 15,687.50 First Pari-passu charge On demand IND A- Standard
Limited 5000.00 lakhs effective rate – over entire current assets /Stable
9.64%,, of the company including
Sanction letter WCDL- 5000 9.75%, 9.91%, gold loan receivables
dated February 28, lakhs 10.40% (Present and future)
2022 which are standard assets
Term Loan – along with other existing
Sanction letter 3500 lakhs lenders under MBA with
dated July 15, 15% margin.
2023

Sanction letter
dated February 22, Collateral: 15% cash
2024 margin

Personal Guarantee of Mr.

Mathew K.Cherian and
Mrs. Laila Mathew

18. ESAF Small Term Loan – Repo Rate + 4,104.14 First pari-passu charge on Repayable in IND A- Standard
Finance Bank 3,000 lakhs 6.50% current assets, book debt, 21 monthly /Stable
Limited loans and advances and instalments
Term Loan – Present receivables including gold
3,000 lakhs effective Rate loan receivables Repayable in
– 11% (excluding investment 21 monthly
Sanction letter made by way of NCDs instalments
dated March 09, and loans given to group
2022 companies/related
parties) with 15% Margin.

177
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter Collateral: 10% Cash

dated February 02, Deposit
2023
Personal Guarantee of Mr.
Sanction letter Mathew K.Cherian and
dated June 15, Mrs. Laila Mathew
2024

19. Bandhan Bank Term Loan - Present 9,448.41 1st paripassu charge over 12 equal IND A- Standard
Limited 10,000 effective rate - the receivables of the monthly /Stable
11.30% company (Standard) with instalments
Sanction letter Overdraft – 100 security coverage ratio of with a
dated August 26, Present 1.10x times moratorium
2022 Term Loan effective rate - of 3 months.
14,900 11.00% 1st paripassu charge over
Sanction letter the receivables of the On demand
dated August 28, company (Standard) with
2023 security coverage ratio of 15 equal
1.10x times monthly
instalments
Personal Guarantee of Mr.
Mathew K.Cherian and
Mrs. Laila Mathew

20.

178
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

21. Jana Small Term loan – ELBR + 7,965.27 A paripassu first charge 15 equal IND A- Standard
Finance Bank 5,000 lakhs Spread of by way of hypothecation monthly /Stable
4.70% over the entire receivables instalments
Sanction letter Term loan – of the company.
dated December 6,500 lakhs Present 24 equal
20, 2022 effective rate – Personal Guarantee of Mr. monthly
11.00% p.a, Mathew K.Cherian and instalments
Sanction letter 11.80% Mrs. Laila Mathew
dated June 22,
2023

Sanction letter
dated March 20,
2024

22. Uco Bank Term loan – MCLR for one 3,624.29 Paripassu first charge over Door-to-Door IND A- Standard
2,000 year (7.95% gold loan receivables and tenor is 36 /Stable
Sanction letter p.a. at present) standard other current months
dated November Term Loan – + 2.20% assets both present and
28, 2022 3,500 future.
Present
Sanction letter effective rate Collateral: 10% Cash
dated December is 10.15% p.a. Deposit
18, 2023
Personal Guarantee of Mr.
Mathew K.Cherian and
Mrs. Laila Mathew

23. Vivriti Capital Term loan – Present 5,000.42 First paripassu charge of 24 equal IND A- Standard
Limited 4,000 VCPL12- present and future entire monthly /Stable
book debts and instalments

179
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter Term loan – month Index receivables of the

dated November 1,500 rate + Spread borrower.
28, 2022 24 equal
Present Personal Guarantee of Mr. monthly
Sanction letter effective rate Mathew K.Cherian and instalments
dated June 23, is 11.00% p.a. Mrs. Laila Mathew
2023 24 equal
monthly
Sanction letter instalments
dated June 25,
2024

24. IndusInd Bank WCDL – 5,000 As mutually 6,250.00 First paripassu change on Maximum up IND A- Standard
Limited agreed receivables including gold to 12 months /Stable
Cash Credit – loan receivables with
Sanction letter 2,000 (Sublimit banks under MBA and
dated December of WCDL) NCD holders
16, 2022 and
Addendum to the
sanction letter
dated December Personal Guarantee of Mr.
16, 2022 Mathew K.Cherian, Mrs.
Laila Mathew
Sanction letter
dated April 04,
2024

25. City Union Bank WCTL – 1000 One year 398.83 First paripassu charge on 24 equal IND A- Standard
MCLR + standard book debts, monthly /Stable
Sanction letter 1.60% Present Receivables, and current installments
dated March 24, effective rate assets along with existing
2023 is 10.00% paripassu charge holders.

180
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Personal Guarantee of Mr.

Mathew K Cherian and
Mrs. Laila Mathew.

26. Indian Overseas Term Loan – One year 8,382.00 First paripassu charge by 24 equal IND A- Standard
Bank 2,500 MCLR + SP way of assignment/ monthly /Stable
.20% + RP hypothecation of Book installments
Sanction letter Term Loan – 3.05% Debts pertaining to
dated March 12, 7,500 Standard/ regular
2024 underlying Assets.

Present Collateral:- 20% Cash

effective Rate Deposit
is 10.40% p.a
Personal Guarantee of Mr.
Mathew K Cherian and
Mrs. Laila Mathew.

27. Karnataka Bank Fresh DPN Present 1,599.76 Paripassu first charge on Repayable in IND A- Standard
Loan – 2,500 effective rate the Standard 32 equal /Stable
Sanction letter is 10.25% receivables/Book Debts monthly
dated March 29, of the Company with instalments
2023 Minimum Asset Cover of
1.10 times of the
outstanding loan amount
at any point of time.

Personal Guarantee of Mr.

Mathew K Cherian and
Mrs. Laila Mathew.

28.

181
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

29. Woori Bank Term Loan – Effective rate 6,583.33 Paripassu first charge bt 24 Equal IND A- Standard
4,000 lakhs is 9.00% way of hypothecation of intallments /Stable
Sanction letter gold loan and other
dated March 25, Term Loan – current receivables. 23 equal
2024 5,000 lakhs monthly
Personal Guarantee of Mr. installments
Mathew K Cherian and of ₹
Mrs. Laila Mathew 2,08,33,334/-
and one last
installment of
₹
2,08,33,318/-

30. Yes Bank WCDL – 5,000 Effective Rate 5,000.00 First Paripassu first 12 months IND A- Standard
is 10.15% charge on standard book /Stable
Sanction letter debts, receivables and
dated March 23, Current assets with 1.15x
2023 cover in line with existing
paripassu charge holders.

Collateral: - 15% Cash

Deposit

Personal Guarantee of Mr.

Mathew K Cherian, Mrs.
Laila Mathew and Mrs.
Jilu Saju Varghese

31. Kotak Mahindra WCDL – 3,000 Effective Rate 3,000.00 First paripassu charge on Maximum IND A- Standard
Bank is 10.65% standard receivables 180 days /Stable
tranche

182
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Sanction letter including gold loan

dated June 30, receivables.
2023
Personal Guarantee of Mr.
Mathew K Cherian, and
Mrs. Laila Mathew

32. Axis Bank Term Loan- Effective Rate 2,058.75 Paripassu first charge on 18 equal IND A- Standard
2000 is 10.25% and entire current assets, book instalments /Stable
9,95% debts, loan and advances
Cash Credit- and receivables including
Sanction letter 400 gold loan receivables
dated September
08, 2024 WCDL-600 Collateral:- 10% cash
deposit

Personal Guratantee of
Mr. Mathew K Cherian
and Mrs. Laila Mathew.

33. Oxzyo Financial Term Loan – Effective Rate 5,916.67 First ranking paripassu 15 equal IND A- Standard
Service 5000 is 11.00% charge by way of instalments /Stable
hypothecation on the
Term Loan - borrower’s entire loan 6 equal
1750 receivables (both present quarterly
Sanction letter and future), installments
dated February unencumbered cash &
02, 2024 cash equivalents and other
assets (“hypothecated
Sanction letter assets”) along with other
dated June 25, existing lenders, value of
2024 which shall not be less

183
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

than the security cover of

1.10x

Personal guarantee of Mr.

Mathew K Cherian, and
Mrs. Laila Mathew.

34. Ujjivan/ Small Term Loan- Effective Rate 1,500.00 The Facility, and all 15 equal IND A- Standard
Finance Bank 2500 is 11.25% interest, additional instalments /Stable
interest, further interest,
liquidated damages,
indemnification
Sanction letter payments, fees, costs,
dated December expenses and other
12, 2023 monies owing by, and all
other present and further
obligations and liabilities
to be secured by way of
first paroipassu charges
and continuing charge on
the loan receivables of the
borrower (the
Receivables’) to be
created in the mode and
manner stipulated by the
bank with a security
coverage of 110%;

184
SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

Personal Guarantee of Mr.

Mathew K Cherian, and
Mrs. Laila Mathew.

35. JM Financial Term Loan - 11.00% 2,954.62 Paripassu charge over the 12 equal IND A- Standard
Products Limited 5000 receivables under installments /Stable
standard loan assets /
Sanction letter book debts of the
dated December Borrower’s loan portfolio
08, 2023 to the extent of 110% of
amounts outstanding
under Facility , further
Borrower shall also create
charge over its liquid
assets, cash
unencumbered fixed
deposits, short term
securities and other values
available with the
borrower.

Personal Guarantee of Mr.

Mathew K Cherian, and
Mrs. Laila Mathew.

36. Equitas Small Term Loan - 11.50% 2,500.00 First pari passu charge by 17 equal IND A- Standard
Finance Bank 3,500 way of hypothecation of monthly /Stable
all chargeable installment of
Sanction letter current assets, book debts, ₹.
dated June 18, loans & advances and 1,39,00,000
2024 receivables and balance
to be paid in

185
 SR Name of the Amount Rate of Principal Security Repayment Credit Asset
no lender, facility, sanctioned (in interest Amount date/ Rating, if Classification
and details of ₹ lakhs) outstanding Schedule applicable
documentation as on June
30, 2024 (in
₹ lakhs)

including gold Ioan the 18th

receivables of the Month
Cornpany

Personal Guarantee of Mr.

Mathew K Cherian, and
Mrs. Laila Mathew.

As on June 30, 2024, our Company’s total outstanding bank borrowing was 2,44,130.14lakhs.

186
➢ Secured Non-Convertible Debentures

Our Company has issued, on private placement basis, secured redeemable non-convertible debentures
under various series of which ₹ 8.00 lakhs was cumulatively outstanding as on June 30, 2024, the details
of which are set forth below:

Amounts
outstanding
Debenture Date of Coupon Redemption
as on June Tenure Security
Series Allotment (in %) Date
30, 2024
(in ₹ lakhs)
Kosamattam August 10% to 8.00 36 July 01, First ranking pari passu
Secured 18, 2010 12.75% months 2019 charge over all movable
Bonds* to January to 66 assets including book debts
24, 2014 Months and receivables, cash and
bank balances; loans and
advances, both present and
future of the Company
pertaining to loans granted
by the Company
Total 8.00
*Redemption date is expired and pending for disbursement because of the existence of pending suit between the
heirs.

Our Company has issued, on private placement basis, secured redeemable non-convertible debentures of which ₹
2,000 lakhs outstanding as on June 30, 2024, the details of which are set forth below.

Amounts
Total Issue
outstanding
Size
Nature of Tenur Coup as on June 30, Date of Redemptio
Credi (Principal
Debenture e on 2024 Allotment n Date
t amount) (in
(in ₹ lakhs) Ratin ₹ lakhs)
g

Unlisted Privately 15 11% 1500 30 30 NA 2,500

placed Secured Month August,202 November,
Redeemable Non- s 3 2024
Convertible
Debenture

Restrictive Covenants

Our financing agreements include various restrictive conditions and covenants restricting certain corporate actions
and our Company is required to take the prior approval of the lenders before carrying out such activities. For
instance, our Company, inter-alia, is required to obtain the prior written consent in the following instances:

➢ to declare dividend other than from the profits for the current year;

➢ for any change in the management/constitution, takeovers/mergers etc. or any expansion, new
project/investment/acquiring assets under lease/enter into borrowing arrangements;

➢ to undertake any new project, or diversification, modernisation, or substantial expansion of the project, or
alter the financing plans or the scope of the project whether by way of any reduction or increase to its size,
layout, specification or quality or otherwise;

187
➢ engage in any business or activities other than those which the borrower is currently engaged in, either alone
or in partnership or joint venture with any other person, nor acquire any ownership interest in any other entity
or person or enter into any profit sharing or royalty agreement or other similar arrangement whereby the
borrower’s income or profits are, or might be shared with any other entity or person, or enter into any
management contract or similar arrangement whereby its business or operations are managed by any other
person;

➢ to contract, create, incur, assume or suffer to exist any indebtedness in any manner whatsoever except as
otherwise permitted under the credit facility agreement. This provision shall not apply to normal trade
guarantees;

➢ to prepay any indebtedness incurred by the borrower. If the bank permits the borrower to prepay any such
indebtedness the borrower shall if so, required by the bank, make proportionate prepayment to the bank
subject to such conditions (including payment of prepayment charges) as may be stipulated by the bank;

➢ to pay any commission to its promoters, directors, trustees, members, managers or other persons for
furnishing guarantees, counter guarantees or indemnities or for undertaking any other liability in connection
with any indebtedness incurred by the borrower or in connection with any other obligation undertaken for or
by the borrower;

➢ to create any subsidiary or permit any company/other entity to become its subsidiary;

➢ to undertake or permit any merger, de-merger, consolidation, reorganisation, scheme or arrangement or

compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction or
change its constitution;

➢ make any investments whether by way of deposits, loans, or investments in share capital or otherwise, in any
concern or provide any credit or give any guarantee, indemnity or similar assurance except as otherwise
permitted under the credit facility agreement. This provision shall not apply to loans and advances granted to
staff or contractors or suppliers in the ordinary course of business;

➢ to create or permit to subsist any encumbrance (save and except for securing borrowings for working capital
requirements in the ordinary course of business, up to the limit approved by the bank) or any type of
preferential arrangement (including retention arrangements or escrow arrangements having the effect of
granting security), in any form whatsoever on any of its assets including Intellectual Property and Intellectual
Property Rights, or (b)(whether voluntarily or involuntarily) sell, transfer, grant lease or otherwise dispose of
or deal with (or agree to do any of the foregoing at any future time), all or any of its assets including
Intellectual Property and Intellectual Property Rights;

➢ carry out or permit any material amendment, termination or cancellation of any (i) project document including
any agreements with its machinery suppliers, collaborators, technical consultants and suppliers of raw
materials, or (ii)agreements, documents or arrangements entered into with, or executed in favour of, any other
bank or providers of funds;

➢ declare or pay any dividend or authorise or make any distribution to its shareholders: (a) unless it has paid all
the dues in respect of the facilities up to the date on which the dividend is proposed to be declared or paid, or
has made satisfactory provisions therefor, and/or (b) if an event of default has occurred and is subsisting or
would occur as a result of such declaration or payment of dividend or authorisation or making of distribution;

➢ (a) buy back, cancel, retire, reduce, redeem, re-purchase, purchase or otherwise acquire any of its share capital
now or hereafter outstanding, or set aside any funds for the foregoing purposes, or (b) issue any further share
capital whether on a preferential basis or otherwise or change its capital structure in any manner whatsoever;

➢ change such of the financial year-end which has been intimated to the bank (or such other date as may be
approved by the bank);

➢ change the accounting method or policies currently followed by the borrower;

➢ amend or modify its Memorandum and Articles of Association/Bye Laws/Trust Deeds;

188
➢ the borrower shall not compound or release any of the book-debts/receivables nor do anything whereby the
recovery of the same may be impeded, delayed or prevented without obtaining prior consent in writing of the
bank;

➢ the borrower shall not undertake guarantee obligation on behalf of any third party or any other company/firm
etc. without the prior written consent of the bank;

➢ the borrower shall not alienate or dispose of or charge or encumber any of the securities provided to the bank
without the written consent of the bank;

➢ the moneys brought in by the borrowers/partners/friends/relatives/principal shareholders/directors/

depositors/other associate firms/group companies for financing the needs of the borrower will not be allowed
to be withdrawn, during the currency of the said credit facility, without the permission of the bank.

The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the
counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has
been issued, contingent liability including debt service reserve account guarantees/ any put option etc.

NIL

Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt
securities, commercial paper (including technical delay) and other financial indebtedness including corporate
guarantee or letters of comfort issued by the company, in the preceding three years and the current financial
year.

As on the date of this Prospectus, our Company has not rescheduled, incurred any penalty, delayed and/or
defaulted in payment of principal or interest on any kind of term loans, debt securities, commercial papers
(including due to technical delay) and other financial indebtedness of the Company (including corporate
guarantee or letters of comfort issued by the company), in the preceding three financial years and the current
financial year till the date of this Prospectus.

B. Public issue of secured redeemable non-convertible debentures and unsecured redeemable non-
convertible debentures.

Our Company vide a public offer, issued secured and unsecured, redeemable, non-convertible debentures of which
₹ 1,249.07 lakhs was outstanding as on June 30, 2024:

Amounts
Total Issue
outstanding Size
Nature of as on June Dates of Redemption
Tenure Coupon (Principal
Debenture 30, 2024 Allotment Date
Credit amount)
(in ₹ lakhs) Rating (in ₹ lakhs)

Unsecured 86 10.16% 1,249.07 May 09, July 08, IND A-/ 2,500.00
Subordinated months 2017 2024 Stable
Redeemable by India
Non-Convertible Ratings
Debenture

(NCD X)

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹1,336.08
Lakhs was outstanding as on June 30, 2024:

189
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured 88 9.91% 1,336.08 August December IND A- 22,000.00
Redeemable months 29, 2017 27, 2024 / Stable
Non-Convertible by
Debenture India
(NCD XI) Ratings

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets,
including book debts and receivables, cash and bank balances, loans and advances, both present and future of our
Company equal to the value 1 time of the Secured NCDs outstanding plus interest accrued thereon and first
ranking pari passu charge on the immovable property situated at Nagappattinam Dist. Kelvelur Taluk, Velankanni
Village, Tamil Nadu-Main Road West, R.S. NO.(OLD No.41/18C) New No.41/18C-1 Full extent in 150 sq. met

Our Company vide a public offer, issued secured and unsecured, redeemable, non-convertible debentures of which
₹3,000 lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Unsecured 88 10% 3,000 January May 07, IND A- 3,000.00
Subordinated months and 08, 2018 2025 / Stable
Redeemable 9.91% by
Non-Convertible India
Debenture Ratings
(NCD XII)

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 1,660.76
lakhs was outstanding as on June 30, 2024:

Amounts Total Issue

outstanding Size
Nature of Dates of Redemption
Tenure Coupon as on June Credit (Principal
Debenture Allotment Date
30, 2024 Rating amount)
(in ₹ lakhs) (in ₹ lakhs)
Secured 88 9.91% 1,660.76 April 23, August 22, IND A- 30,000.00
Subordinated months 2018 2025 / Stable
Redeemable by
Non-Convertible India
Debenture Ratings
(NCD XIII)

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets,
including book debts and receivables, cash and bank balances, loans and advances, both present and future of our
Company equal to the value 1 time of the Secured NCDs outstanding plus interest accrued thereon and first
ranking pari passu charge on the immovable property situated at Nagappattinam Dist. Kelvelur Taluk, Velankanni
Village, Tamil Nadu-Main Road West, R.S. NO.(OLD No.41/18C) New No.41/18C-1 Full extent in 150 sq. met

190
Our Company vide a public offer, issued secured and unsecured, redeemable, non-convertible debentures of which
₹ 2,842.80 lakhs was outstanding as on June 30, 2024

Amounts Total Issue

outstanding Size
Nature of Dates of Redemption
Tenure Coupon as on June Credit (Principal
Debenture Allotment Date
30, 2024 Rating amount)
(in ₹ lakhs) (in ₹ lakhs)
Unsecured 84 10.25% 2,842.80 September September IND A- 3,000.00
Subordinated months to 10.41 24, 2018 23, 2025 / Stable
Redeemable by
Non-Convertible India
Debenture Ratings
(NCD XIV)

Our Company vide a public offer, issued secured and unsecured, redeemable, non-convertible debentures of which
₹ 1980.13 lakhs was outstanding as on June 30, 2024:

Amounts Total Issue

outstanding Size
Nature of Dates of Redemption
Tenure Coupon as on June Credit (Principal
Debenture Allotment Date
30, 2024 Rating amount)
(in ₹ lakhs) (in ₹ lakhs)
Unsecured 60 10.00% 1980.13 January January 30, IND A-/ 4,000.00
Subordinated months 31, 2019 2026 Stable
Redeemable by India
Non- Ratings
Convertible
Debenture
(NCD XV)

Our Company vide a public offer, issued secured and unsecured, redeemable, non-convertible debentures of which
₹ 1,715.90 lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Unsecured 84 10.25% 1,715.90 May 06, May 05, IND A-/ 2,500.00
Subordinated months to 2019 2026 Stable
Redeemable 10.41% by India
Non- Ratings
Convertible
Debenture
(NCD XVI)

Our Company vide a public offer, issued secured and unsecured, redeemable, non-convertible debentures of which
₹ 3,094.65 lakhs was outstanding as on June 30, 2024:

191
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured IND A-/
10.00%
Redeemable Stable
Non- 60 August 21, August 20, by India
642.34 27,500.00
Convertible months 2019 2024 Ratings
Debenture
(NCD XVII)
Unsecured 84 10.25% 2452.31 August 21, August 20, IND A-/ 2,500.00
Subordinated months to 2019 2026 Stable
Redeemable 10.41% by India
Non- Ratings
Convertible
Debenture
(NCD XVII)

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 3,872.12
lakhs was outstanding as on June 30, 2024

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
10.25% IND A-/
Secured
to Stable
Redeemable June 09,
10.71% by India
Non- 66, 84 December 2025 to
3,872.12 Ratings 35,000.00
Convertible months 10, 2019 December
Debenture 09, 2026
(NCD XVIII)

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 3,563.22
lakhs was outstanding as on June 30, 2024:

192
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024 (in ₹
(in ₹
lakhs)
lakhs)
Secured IND A-/
10.71%
Redeemable Stable
28
Non- 466, 29 May, by India
837.49 November 27,000.00
Convertible months 2020 Ratings
2025
Debenture
(NCD XIX)
Unsecured IND A-/
Subordinated Stable
Redeemable 10.25% by India
84 29 May
Non- to 2725.73 28 May 2027 Ratings 3,000
months 2020
Convertible 10.41%
Debenture
(NCD XIX)

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 5178.03
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured 10.00% IND A-/
13
Redeemable to Stable
14 December
Non- 50, 84 10.75% by India
5,178.03 October, 2024 to 13 30,000.00
Convertible months Ratings
2020 October
Debenture
2027
(NCD XX)

The principal amount of the NCDs to be issued in terms of the Prospectus together with all interest due on the
NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect
thereof shall be secured by way of creating security over on all movable assets (excluding charge on the written
down value of furniture and fixtures to the extent of ₹ 10,80,91,696/-), including book debts and receivables, cash
and bank balances, loans and advances, both present and future of the Company equal to the value of one time of
the NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 7,658.77
lakhs was outstanding as on June 30, 2024:

193
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured BWR
Redeemable 10.47% BBB+
22 January,
Non- 48, 66 to January outlook
4,861.83 2025 to 22 32,000.00
Convertible months 10.75% 23, 2021 stable by
July, 2026
Debenture Brickwork
(NCD XXI) Ratings
Unsecured 84 BWR
Subordinated months BBB+
Redeemable 10.25% outlook
January 22 January
Non- to 2,796.94 stable by 3,000.00
23, 2021 2028
Convertible 10.41% Brickwork
Debenture Ratings
(NCD XXI)

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹
17577.77was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured BWR
Redeemable 9.25% BBB+
28 October
Non- 42, 48 to 29 April outlook
14992.51 2024 to 28 31,000.00
Convertible months 10.67% 2021 stable by
April 2025
Debenture Brickwork
(NCD XXII) Ratings
Unsecured 66 and BWR
Subordinated 84 BBB+
Redeemable months 10.25% 28 October outlook
29 April
Non- to 2,585.26 2026 and 28 stable by 4,000.00
2021
Convertible 10.41% April 2028 Brickwork
Debenture Ratings
(NCD XXII)

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 22,116.98
lakhs was outstanding as on June 30, 2024:

194
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured BWR
29
Redeemable 36, 42, BBB+
9% to 30 September
Non- 50, 72 outlook
10.41% 22,116.98 September 2024 to 29 30,000.00
Convertible and 84 stable by
2021 September
Debenture months Brickwork
2028.
(NCD XXIII) Ratings

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 29,090.88
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured BWR
18, 36,
Redeemable BBB+
42, 48, 8.04% 17 April
Non- 18 April outlook
54, 60 to 29,090.88 2025 to 17 40,000.00
Convertible 2022 stable by
and 88 10.00% August 2029
Debenture Brickwork
months.
(NCD XXIV) Ratings

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 25,148.02
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
Secured BWR
36, 42,
Redeemable 10 August, BBB+
48, 54, 8.50%
Non- August 2025 to 10 outlook
60 and to 25,148.02 35,000.00
Convertible
88 9.91% 11, 2022 December stable by
Debenture 2029. Brickwork
months.
(NCD XXV) Ratings

195
The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 27,362.04
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
‘IND A-
Secured 18, 24, /Stable’,
Redeemable 30, 36, by India
8.00% 15 July 2024
Non- 39, 48, January Ratings
to 27,362.04 to 15 May 40,000.00
Convertible 54, and
9.91% 16, 2023 2030.
&
Debenture 88 Research
(NCD XXVI) months. Private
Limited

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 17,263.46
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
‘IND A-
Secured /Stable’,
15, 24,
Redeemable by India
30, 36, 8.50%
Non- April 29, 28 July 2024 Ratings
39, 48, to 17,263.46 to 28 August 30,000.00
Convertible
54 and 88 9.91% 2023 2030.
&
Debenture Research
months.
(NCD XXVII) Private
Limited

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 20,000
lakhs was outstanding as on June 30, 2024:

196
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024
(in ₹
(in ₹ lakhs)
lakhs)
‘IND A-
Secured
20, 24, /Stable’,
Redeemable
30, 36, 27 May 2025 by India
Non- 8.52%
39, 48, September to 27 Ratings
Convertible to 20,000 20,000.00
54 and 28, 2023 January &
Debenture 10.00%
88 2031 Research
(NCD
months. Private
XXVIII)
Limited

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 19,628.37
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
‘IND A-
Secured /Stable’,
18, 24,
Redeemable by India
30, 36, 8.52% 17 July 2025
Non- Ratings
Convertible
39, 48, to 19,628.37 January to 17 May
&
20,000.00
54 and 88 10.00% 18, 2024 2031
Debenture Research
months.
(NCD XXIX) Private
Limited

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 17,948.04
lakhs was outstanding as on June 30, 2024:

197
 Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
‘IND A-
Secured /Stable’,
18, 24,
Redeemable by India
30, 36, 8.52% 25 October
Non- Ratings
Convertible
39, 48, to 17,948.04 April 26 2025 to 25 &
25,000.00
54 and 88 10.00% 18, 2024 August 2031
Debenture Research
months.
(NCD XXIX) Private
Limited

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Our Company vide a public offer, issued secured, redeemable, non-convertible debentures of which ₹ 17,948.04
lakhs was outstanding as on June 30, 2024:

Total
Amounts
Issue Size
outstanding
Nature of Dates of Redemption Credit (Principal
Tenure Coupon as on June 30,
Debenture Allotment Date Rating amount)
2024
(in ₹
(in ₹ lakhs)
lakhs)
‘IND A-
Secured /Stable’,
18, 24,
Redeemable by India
30, 36, 8.52% 25 October
Non- Ratings
39, 48, to 17,948.04 April 26 2025 to 25 25,000.00
Convertible &
54 and 88 10.00% 18, 2024 August 2031
Debenture Research
months.
(NCD XXX) Private
Limited

The principal amount of the Secured NCDs together with all interest due on the Secured NCDs, as well as all
costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect thereof shall be
secured by way of first ranking pari passu charge with the Existing Secured Creditors on all movable assets
(excluding charge on the written down value of furniture and fixtures to the extent of ₹ 10,80,91,696), including
book debts and receivables, cash and bank balances, loans and advances, both present and future of our Company
equal to the value of one time of the Secured NCDs outstanding plus interest accrued thereon.

Unsecured facilities

➢ Unsecured Non-Convertible Debentures

198
 Total
Amounts
Issue Size
outstanding
Nature of Date of Redemption Credit (Principal
ISIN Tenure Coupon as on June
Debenture Allotment Date Rating amount)
30, 2024 (in
(in ₹
₹ lakhs)
lakhs)
Unsecured INE403Q08258 61 10.00% 790.25 30 April, 30 May, NA 2,500.00
Non- months. 2022 2027
Convertible
Debentures
in the nature
of
Subordinated
Debt
Unsecured INE403Q08266 61 10.00% 1118.25 21 20 October, NA 2,000.00
Non- months. September, 2027
Convertible 2022
Debentures
in the nature
of
Subordinated
Debt
Unsecured INE403Q08290, 61 9 &10% 796.75 5 July, 2023 4 August, NA 3,000
Non- INE403Q08308 Months 2028
Convertible &
Debentures INE403Q08282
in the nature
of
Subordinated
Debt
Unsecured INE403Q08316 61 9% 400 17 16 NA 4,00
Non- Months August,2023 September,
Convertible 2028
Debentures
in the nature
of
Subordinated
Debt

As on June 30, 2024, our Company has an unclaimed privately placed subordinated debts and the same are pending
for disbursement of ₹ 1.70 lakhs due the dispute between the legal heirs of the original bondholders.

Commercial Papers

Our Company has not issued any commercial papers.

Loan from Directors and Relatives of Directors

Our Company has not taken any loan from our directors or any relative of our directors.

Inter Corporate Loans

Our Company has not borrowed any amount in the nature of demand loans from Companies under same
management.

Servicing behaviour on existing debt securities, payment of interest on due dates on financing facilities or
securities

199
Our Company has not defaulted upon or delayed in payment of any interest and/or principal for the existing term
loan and the non-convertible debentures during the last three years. Our Company has not issued any corporate
guarantee.

200
 SECTION VI- ISSUE RELATED INFORMATION

ISSUE STRUCTURE

(Term Sheet)

The key common terms and conditions of the NCDs are as follows:

Security Name KFL NCD SERIES XXXI

Issuer Kosamattam Finance Limited

Lead Manager SMC Capitals Limited
Debenture Trustee Vistra ITCL (India) Limited
Registrar to the Issue KFIN Technologies Limited
Type and nature of Secured redeemable non-convertible debentures
Instrument
Seniority Senior (the claims of the Debenture Holders holding the NCDs shall be
superior to the claims of any unsecured creditors, subject to applicable
statutory and/or regulatory requirements).

The NCDs would constitute secured obligations of our Company and shall
rank pari passu with the Existing Secured Creditors, on all movable assets
(excluding charge on the written down value of furniture and fixtures to the
extent of ₹ 10,80,91,696), including book debts and receivables, cash and
bank balances, loans and advances, both present and future of the Company
equal to the value of one time of the NCDs outstanding plus interest accrued
thereon.
Who can apply/Eligible The following categories of persons are eligible to apply in the Issue:
Investors
Category I (Institutional Investors)

• Public financial institutions, scheduled commercial banks, Indian

multilateral and bilateral development financial institution, which are
authorised to invest in the NCDs;

• Provident Funds of minimum corpus of ₹2,500 lakhs, Superannuation

Funds and Gratuity Fund, which are authorised to invest in the NCDs;

• Venture Capital funds and/or Alternative Investment Funds registered

with SEBI; subject to investment conditions applicable to them under
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012;

• Insurance Companies registered with the IRDA;

• State industrial development corporations;

• National Investment Fund (set up by resolution no. F. No. 2/3/2005-

DDII dated November 23, 2005 of the Government of India and
published in the Gazette of India);

• Insurance funds set up and managed by the Indian army, navy or the air
force of the Union of India or by the Department of Posts, India;

• Mutual Funds registered with SEBI; and

201
 • Non-Banking Financial Company, a nonbanking financial company
registered with the Reserve Bank of India and having a net worth of
more than ₹50,000 lakhs as per the last audited financial statements.

Category II (Non-Institutional Investors)

• Companies falling within the meaning of Section 2(20) of the Companies

Act 2013;

• Statutory bodies/ corporate and societies registered under the applicable

laws in India and authorised to invest in the NCDs;

• Co-operative banks and regional rural banks;

• Public/private charitable/ religious trusts which are authorised to invest

in the NCDs;

• Scientific and/or industrial research organisations, which are authorised

to invest in the NCDs;

• Partnership firms in the name of the partners;

• Limited liability partnerships formed and registered under the provisions

of the Limited Liability Partnership Act, 2008 (No. 6 of 2009);

• Association of Persons; and

• Any other incorporated and/ or unincorporated body of persons.

Category III (High Net-worth Individual Investors) (“HNIs”)

High Net-worth individuals which include Resident Indian individuals or

Hindu Undivided Families through the Karta applying for an amount
aggregating to above ₹10 lakhs across all series of NCDs in Issue

Category IV (Retail Individual Investors) *

Retail Individual Investors which include Resident Indian individuals and

Hindu Undivided Families through the Karta applying for an amount
aggregating up to and including ₹ 10 lacs across all series of NCDs in this
Issue and shall include retail individual investors, who have submitted bid
for an amount not more than UPI Application Limit in any of the bidding
options in the Issue (including Hindu Undivided Families applying through
their Karta and does not include NRIs) through UPI Mechanism.

*Applications up to a value of ₹ 5 lakhs can be made under the UPI

Mechanism
Stock Exchange proposed for The NCDs are proposed to be listed on BSE Limited (“BSE”), the
listing of the NCDs Designated Stock Exchange
Listing and timeline for The NCDs shall be listed within 6 Working Days of Issue Closing Date
Listing
Rating of the Instrument Rating Instrument Rating Date Amount Rating
agency symbol of rated definition
credit
rating
letter

202
 India Proposed IND A- June ₹ 20,000 Securities with
Ratings Issue of /Stable 26, lakhs this rating are
& NCDs 2024 considered to
Research have adequate
Private degree of
Limited safety
regarding
timely
servicing of
financial
obligations and
such securities
carry low
credit risk.
Issue Size Public Issue by our Company of NCDs aggregating up to ₹10,000 lakhs with
an option to retain over-subscription up to ₹10,000 lakhs aggregating up to
₹20,000 lakhs, on the terms and in the manner set forth herein;
Base Issue ₹ 10,000 lakhs.
Minimum Subscription Minimum subscription is 75% of the Base Issue i.e. ₹7,500.00 lakhs
Option to retain over ₹10,000 lakhs
subscription
Mode of Issue Public issue
Mode of Allotment In dematerialised form only
Mode of Trading NCDs will be traded in dematerialised form only
Issue Schedule Issue shall remain open for subscription on Working Days from 10 a.m. to
5 p.m. (Indian Standard Time) during the period indicated above. Our
Company may, in consultation with the Lead Manager, consider closing the
Issue on such earlier date or extended date (subject to a minimum period of
three working days and a maximum period of 10 working days from the date
of opening of the Issue and subject to not exceeding thirty days from filing
Prospectus with ROC, including any extensions), as may be decided by the
Board of Directors or a duly constituted committee thereof of the Company,
subject to relevant approvals, in accordance with the SEBI NCS
Regulations. In the event of an early closure or extension of the Issue, our
Company shall ensure that notice of such early closure is given on or before
such early date of closure or the initial Closing Date through advertisement/s
in an English national daily newspaper and a regional daily newspaper in
Kerala where the registered office is located, with wide circulation on or
before such earlier date of closure. Application Forms for the Issue will be
accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such
extended time as may be permitted by BSE, on Working Days during the
Issue Period. On the Issue Closing Date, Application Forms will be accepted
only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian
Standard Time) or such extended time as may be permitted by BSE.

Particulars Date
Issue Opening Date July 19, 2024
Issue Closing Date August 01, 2024
Pay In Date Application Date. The entire
Application Amount is payable on
Application.
Deemed Date of Allotment August 7, 2024
Objects of the Issue Please see “Objects of the Issue” on page 75
In case the Issuer is an NBFC None
and the objects of the Issue
entail loan to any entity who is
a ‘group company’
Details of the utilization of the Please see “Objects of the Issue” on page 75.
proceeds of the Issue

203
Coupon/Dividend Rate Please see “Issue Structure – Terms of the NCDs” on page 208
Step up/ Step down coupon Not applicable
rate
Coupon payment frequency Please see “Issue Structure – Terms of the NCDs” on page 208.
Coupon payment dates Please see “Issue Structure – Terms of the NCDs” on page 208.
Cumulative/ non-cumulative, NA
in case of dividend
Coupon type (fixed, floating Please see “Issue Structure – Terms of the NCDs” on page 208.
or other structure)
Coupon Reset Process NA
(including rates, spread,
effective date, interest rate
cap and floor etc)
Day count basis Actual/ Actual
Application Money The entire Application Amount is payable on submitting the application
Interest on Application Company shall not offer interest on application money
Money
Default interest Rate In the event of any default in fulfilment of obligations by our Company
under the Debenture Trust cum Hypothecation Deed, the Default Interest
Rate payable to the Applicant shall be as prescribed under the Debenture
Trust cum Hypothecation Deed.
Tenor Please see “Issue Structure – Terms of the NCDs” on page 208.
Redemption Date Please see “Issue Structure – Terms of the NCDs” on page 208.
Redemption Amount Please see “Issue Structure – Terms of the NCDs” on page 208.
Redemption premium/ Please see “Issue Structure – Terms of the NCDs” on page 208.
discount
Issue Price ₹1,000
Discount at which security is NA
issued and the effective yield
as a result of such discount
Premium/Discount at which NA
security is redeemed and the
effective yield as a result of
such premium/discount
Put date NA
Put price NA
Call date NA
Call price NA
Put notification time NA
Call notification time NA
Face Value ₹1,000
Minimum Application 10 NCDs i.e., ₹10,000 (across all options of NCDs)
Issue Timing Issue shall remain open for subscription on Working Days from 10 a.m. to
5 p.m. (Indian Standard Time) during the period indicated above, except that
the Issue may close on such earlier date as may be decided by the Board of
Directors of our Company (“Board”) or Debenture Committee of the Board.
In the event of such early closure, our Company shall ensure that notice of
such early closure is given to the prospective investors through
advertisement in an English national daily newspaper and a regional daily
newspaper in Telangana where the registered office is located, with wide
circulation on or before such earlier date of closure. Application Forms for
the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard
Time) or such extended time as may be permitted by BSE, on Working Days
during the Issue Period. On the Issue Closing Date, Application Forms will
be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00
p.m. (Indian Standard Time) or such extended time as may be permitted by
BSE.
Issue Opening Date July 19, 2024
Issue Closing Date August 01, 2024

204
Date of earliest closing of the NA
issue, if any
Pay-in Date Application Date. The entire Application Amount is payable on Application
Deemed Date of Allotment The date of issue of the Allotment Advice, or such date as may be
determined by the Board or a duly constituted committee thereof and
notified to the Exchange. The actual Allotment of NCDs may take place on
a date other than the Deemed Date of Allotment. All benefits relating to the
NCDs including interest on the NCDs shall be available to the investors from
the Deemed Date of Allotment.
Settlement Mode of the Please see “Terms of Issue - Payment on Redemption” on page 232
Instrument
Depository National Securities Depository Limited (NSDL) and/or Central Depository
Services (India) Limited (CDSL).
Disclosure of NA
Interest/Dividend/redemption
dates
Record Date The record date for payment of interest in connection with the NCDs or
repayment of principal in connection therewith shall be 15 Days prior to the
date on which interest is due and payable, and/or the date of redemption.
Provided that trading in the NCDs shall remain suspended between the
aforementioned Record Date in connection with redemption of NCDs and
the date of redemption or as prescribed by the Stock Exchange, as the case
may be.
All covenants of the Issue The Company shall comply with the representations, affirmative covenants,
(including side letters, negative covenants, financial covenants and reporting covenants as
accelerated payment clause, disclosed below under “Issue Structure – Covenants of the Issue” at page
etc) 210, and more specifically set out in the agreed form of the Debenture Trust
cum Hypothecation Deed. Any covenants later added shall be disclosed on
the websites of the Stock Exchange, where the NCDs are proposed to be
listed.

The Issuer has no side letter or accelerated payment clause with any debt
securities holder.
Description regarding The total value of the Non-Convertible Debentures (NCDs) to be issued,
Security (where applicable) including all due interest, costs, charges, fees, Debenture Trustee
including type of security remuneration, and related expenses, will be secured. This security will be in
(movable/ immovable/ the form of a first-ranking pari passu charge, on par with existing secured
tangible etc.), type of charge creditors. The charge will cover all current and future movable assets of the
(pledge/ hypothecation/ Company, such as book debts, receivables, cash, bank balances, other
mortgage etc.), date of movable assets, and loans and advances s (excluding charge on the written
creation of security/ likely down value of furniture and fixtures to the extent of ₹ 10,80,91,696/-). The
date of creation of security, value of the security will be equivalent to 100% of the outstanding NCDs
minimum security cover, plus any accrued interest.
revaluation
Without prejudice to the above, in the event our Company fails to execute
the Debenture Trust cum Hypothecation Deed within the period prescribed
by SEBI, and importantly, prior to the listing of the NCDs, our Company
shall also pay interest of at least 2% (two per cent) per annum to the NCD
holders. This interest is over and above the interest rate on the NCDs
specified in the Prospectus, and will be payable until the execution of the
Debenture Trust cum Hypothecation Deed.
Replacement of security, Replacement of security – Our Company shall within such period as may be
interest to the debenture permitted by the Debenture Trustee, furnish to the Debenture Trustee as
holder over and above the additional security, if the Debenture Trustee is of the opinion that during the
coupon rate as specified in the subsistence of these presents, the security for the NCDs has become
Trust Deed and disclosed in inadequate on account of the margin requirement as provided in the financial
the issue document covenants and conditions and the Debenture Trustee has, accordingly, called
upon our Company to furnish such additional security. In such case, our
Company shall, at its own costs and expenses, furnish to the Debenture
Trustee such additional security, in form and manner satisfactory to the

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 Debenture Trustee, as security for the NCDs and upon creation of such
additional security, the same shall vest in the Debenture Trustee subject to
all the trusts, provisions and covenants contained in these presents. For
further details, please refer to the agreed form of the Debenture Trust cum
Hypothecation Deed.
Transaction documents This Prospectus read with any notices, corrigenda, addenda thereto, the
Debenture Trusteeship Agreement, the Debenture Trust cum Hypothecation
Deed and other security documents, if applicable, and various other
documents/agreements/undertakings, entered or to be entered by the
Company with Lead Manager and/or other intermediaries for the purpose of
this Issue including but not limited to the Debenture Trust cum
Hypothecation Deed, the Debenture Trusteeship Agreement, the Public
Issue Account Agreement, the Agreement with the Registrar and the
Agreement with the Lead Manager. For further details, see “Material
Contracts and Documents for Inspection” on page 349.
Conditions precedent to Other than the conditions specified in the SEBI NCS Regulations, there are
disbursement no conditions precedents to disbursement.
Conditions subsequent to Other than the conditions specified in the SEBI NCS Regulations, there are
disbursement no conditions subsequent to disbursement.
Events of default (including Please see “Terms of Issue - Events of Default” on page 219.
manner of voting/ conditions
of joining inter creditor
agreement)
Creation of recovery expense The Company shall deposit cash or cash equivalents including bank
fund guarantees towards the contribution to Recovery Expense Fund with the
Designated Stock Exchange at the time of making the application of the
listing of NCDs and submit relevant documents evidencing the same to the
Debenture Trustee from time to time. The Company shall ensure that the
bank guarantees remains valid for a period of six months post the maturity
date of the NCDs. The Company shall keep the bank guarantees in force and
renew the bank guarantees at least seven working days before its expiry,
failing which the Designated Stock Exchange shall invoke such bank
guarantee. For further details, please refer to the chapter titled “Terms of
Issue – Recovery Expense Fund” on page 217.
Conditions for breach of The conditions for breach of covenants will be finalised upon execution of
covenants (as specified in the Debenture Trust cum Hypothecation Deed which shall be executed as
Secured Debenture Trust per Regulation 18 of SEBI NCS Regulations.
cum Hypothecation Deed)
Provisions related to Cross Please see “Terms of Issue” on page 216
Default Clause
Roles and responsibilities of Please refer to the chapter titled “Terms of Issue – Debenture Trustees for
the Debenture Trustee the NCD Holders” on page 219
Working Days If the date of payment of interest does not fall on a Working Day, then the
convention/Day count interest payment will be made on succeeding Working Day, however the
convention/Effect of holidays calculation for payment of interest will be only till the originally stipulated
on payment Interest Payment Date. The dates of the future interest payments would be
as per the originally stipulated schedule. In case the redemption date (also
being the last interest payment date) does not fall on a Working Day, the
payment will be made on the immediately preceding Working Day, along
with coupon/interest accrued on the NCDs until but excluding the date of
such payment.
Risk factors pertaining to the Please see “Risk Factors” on page 20
Issue
Governing law and The Issue shall be governed in accordance with the laws of the Republic of
jurisdiction India and shall be subject to the exclusive jurisdiction of the courts of
Kottayam, India.

* Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. (Indian Standard Time) during
the period indicated above. Our Company may, in consultation with the Lead Manager, consider closing the Issue
on such earlier date or extended date (subject to a minimum period of three working days and a maximum period

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of 10 working days from the date of opening of the Issue) as may be decided by the Board of Directors or a duly
constituted committee thereof of the Company, subject to relevant approvals, in accordance with the SEBI NCS
Regulations. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of
such early closure is given on or before such early date of closure or the initial Closing Date through
advertisement/s in an English national daily newspaper and a regional daily newspaper in Kerala where the
registered office is located, with wide circulation on or before such earlier date of closure. Application Forms for
the Issue will be accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) or such extended time as may
be permitted by BSE, on Working Days during the Issue Period. On the Issue Closing Date, Application Forms
will be accepted only between 10:00 a.m. to 3:00 p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or
such extended time as may be permitted by BSE.

#In terms of Regulation 7 of the SEBI NCS Regulations, our Company will undertake this Issue of NCDs in
dematerialised form. However, In terms of Section 8 (1) of the Depositories Act, the Company, at the request of
the Applicants who wish to hold the NCDs post allotment in physical form, will fulfil such request through the
process of rematerialisation, if the NCDs were originally issued in dematerialised form.

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Terms of the NCDs

Tenor 18 months 24 months 30 months 36 months 39 months 60 months 48 months 84 months

Nature Secured
Options I II III IV V VI VII VIII
Frequency of Interest Cumulative Monthly Cumulative Monthly Cumulative Monthly Cumulative Cumulative
Payment
Minimum Application 10 NCDs (₹10,000) (across all options of NCDs)
In multiples, of 1 NCD after the minimum application
Face Value of NCDs (₹/ ₹1,000
NCD)
Issue Price (₹/ NCD) ₹1,000
Mode of Interest Through various options available
Payment/ Redemption
Coupon (%) per annum NA 9.25 NA 10 NA 10.25 NA NA
Coupon Type Fixed
Redemption Amount (₹/ 1138 1,000.00 1252 1,000.00 1353 1,000.00 1,500.00 2,000.00
NCD) for NCD Holders
Redemption Nil
Premium/Discount
Effective Yield (%) (per 9 9.65 9.41 10.47 9.75 10.75 10.67 10.41
annum)
Redemtion Date February 6, August 6, February 6, August 6, November 6, August 6, August 6, 2028 August 6, 2031
(Deemed) 2026 2026 2027 2027 2027 2029
Put and Call Option Not Applicable
Deemed Date of The date on which the Board or a duly authorised committee approves the Allotment of NCDs. All benefits to the NCDs including interest on
Allotment the NCDs shall be available to the investors from the Deemed Date of Allotment. The actual Allotment of NCDs may take place on a date other
than the Deemed Date of Allotment.

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Interest and Payment of Interest

Interest would be paid monthly under Option II, IV and VI at the following rate of interest in connection with
the relevant categories of NCD Holders, on the amount outstanding from time to time, commencing from the
Deemed Date of Allotment of NCDs:

Category of NCD Holder Rate of Interest (p.a.) for the following tenures
24 months 36 months 60 months
Option II Option IV Option VI
Category I, II, III and IV (%) 9.25% 10.00% 10.25%

For avoidance of doubt where interest is to be paid on a monthly basis, relevant interest will be calculated from
the first day till the last date of every month on an actual/actual basis during the tenor of such NCDs and paid on
the first day of every subsequent month. For the first interest payment for NCDs under the monthly options if the
Deemed Date of Allotment is prior to the fifteenth of that month, interest for that month will be paid on first day
of the subsequent month and if the Deemed Date of Allotment is post the fifteenth of that month, interest from the
Deemed Date of Allotment till the last day of the subsequent month will be clubbed and paid on the first day of
the month next to that subsequent month.

Cumulative bond redemption options

Option I, III, V, VII and VIII of the NCDs shall be redeemed as below:

Category of NCD Holder Redemption Amount (per NCD)

18 months 30 months 39 months 48 months 84 months
Option I Option III Option V Option VII Option VIII
Category I, II, III and IV (₹) 1,138.00 1,252.00 1,353.00 1,500.00 2,000.00

Our Company shall provide a list of debenture holders of our Company who hold non-convertible debentures in
our Company, issued on a private placement basis as on the Issue Opening Date to the Registrar.

Day count convention

Please refer to Annexure I for details pertaining to the cash flows of the Company in accordance with the SEBI
Master Circular.

Please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of this
Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs
or the transferee of deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have
accrued on the NCDs subject to such Transferee holding the NCDs on the Record Date.

Terms of Payment

The entire face value per NCDs is payable on application. The entire face value of per NCDs applied for will be
blocked in the relevant ASBA Account maintained with the SCSB or under UPI mechanism (only for Retail
Individual Investors), as the case may be, in the bank account of the Applicants that is specified in the ASBA
Form at the time of the submission of the Application Form. In the event of Allotment of a lesser number of NCDs
than applied for, our Company shall unblock the additional amount blocked upon application in the ASBA
Account, in accordance with the terms of specified in “Terms of Issue – Terms of Payment” on page 230.

Participation by any of the above-mentioned investor classes in this Issue will be subject to applicable
statutory and/or regulatory requirements. Applicants are advised to ensure that applications made by them
do not exceed the investment limits or maximum number of NCDs that can be held by them under
applicable statutory and/or regulatory provisions.

Applications may be made in single or joint names (not exceeding three). Applications should be made by Karta
in case the Applicant is an HUF. If the Application is submitted in joint names, the Application Form should
contain only the name of the first Applicant whose name should also appear as the first holder of the depository
account held in joint names. If the depository account is held in joint names, the Application Form should contain

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the name and PAN of the person whose name appears first in the depository account and signature of only this
person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of
joint holders and would be required to give confirmation to this effect in the Application Form. Please ensure that
such Applications contain the PAN of the HUF and not of the Karta.

In the case of joint Applications, all payments will be made out in favour of the first Applicant. All
communications will be addressed to the first named Applicant whose name appears in the Application Form and
at the address mentioned therein.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of
NCDs pursuant to this Issue. For further details, please see the chapter titled “Issue Procedure” on page 237.

Covenants of the Issue

A. Representations of the Company

The Company declares, represents and covenants as follows:

(i) Necessary Disclosures

The Offer Document contains all necessary disclosures including but not limited to statutory and other
regulatory disclosures. The Deed and the Transaction Documents in relation to the Issue of the NCDs
will, constitute legal, valid and binding obligations on the Company, enforceable in accordance with the
Terms and Applicable Law and would be so treated in the courts of law or tribunals of India, and
Debenture Trust cum Hypothecation Deed and the other Transaction Documents in relation to the Issue
of the NCDs are in proper form for enforcement in courts.

(ii) Consent/approval required for the Issue of NCDs

The Company is an eligible issuer as per Regulation 5 of the SEBI NCS Regulations. All corporate and
other action necessary for the issuance of the NCDs have been obtained by the Company and the
Company will at all times, keep all such approvals/consents valid and subsisting during the terms of the
NCDs. The Company has also obtained all necessary consents and approvals from prior lenders/creditors
for the creation of security for the NCDs on pari-passu basis. The Company has complied with and will
comply with all applicable provisions of the Companies Act and all other Applicable Laws in respect of
the NCDs and their issuance thereof.

(iii) Absence of Defaults with memorandum/articles of association or any other agreements in respect
of transaction/Transaction Document

The documents in pursuance of the issue of NCDs, including the Offer Documents and Debenture Trust
cum Hypothecation Deed towards creation of the Security executed or to be executed and delivered, will
constitute valid and binding obligations of the Company and will not contravene any Applicable Laws,
statute or regulation and will not be in conflict with memorandum of association/articles of association
of the Company or result in breach of, any of the terms, covenants, conditions and stipulations under any
existing agreement to which the Company is a party.

(iv) Filings and Registration

The Company has completed and shall duly and in a timely manner complete all filing and registration
as may be required under Applicable Law from time to time for the purposes of the issue and maintenance
of the NCDs and the creation of Security. The Company shall within 30 days of the execution of
Debenture Trust cum Hypothecation Deed, file Debenture Trust cum Hypothecation Deed in Form CHG-
9 with the Registrar of Companies, in relation to the perfection of Security created herein.

(v) No immunity under laws

Neither the Company nor its assets has any immunity (sovereign or otherwise) from any suit or any legal
proceeding under the laws of India.

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 (vi) No obligations of a borrower or principal debtor or guarantor

The Debenture Trustee, ipso facto does not have any obligations of a borrower or a principal debtor or a
guarantor as to the monies paid/invested for the NCDs

(vii) Solvency

The Company is currently solvent and the Company has not taken any corporate or other action, nor have
any steps been taken or legal proceedings of any manner been initiated/threatened against the Company
for its winding up, dissolution, insolvency, bankruptcy or for appointment of receiver on its assets or its
business.

(viii) No debt/contingent liability except as disclosed in the annual audited accounts/Offer Document.

Except as disclosed in the annual audited accounts/Offer Document, the Company has no debts or
contingent liabilities outstanding.

(ix) Indebtedness

The Company is not in default with respect to any loans or deposits or advances or other financial
facilities availed by the Company in the capacity of the borrower.

(x) Power to execute Security Documents

Notwithstanding anything by the Company done or executed or omitted to be done or executed or

knowingly suffered to the contrary, the Company now has power to act, convey, transfer assure and
assign unto the Debenture Trustee, the Security. The Company is not restricted from creating Security
over the assets over which Security has been or will be created under Debenture Trust cum Hypothecation
Deed and the Transaction Documents. All the assets that have been secured under this Issue are free from
any encumbrances other than those as disclosed in Debenture Trust cum Hypothecation Deed and Offer
Document.

That the Hypothecated Property nor any part or portion thereof is the subject matter of any decree or
order of any court of Applicable Law and/or any authority or authorities including under the provisions
of the Income Tax Act, 1961 (excluding charge on the written down value of furniture and fixtures to
the extent of ₹ 10,80,91,696/-), and that there are no proceedings pending in any court of Applicable Law
wherein the Hypothecated Property is the subject matter, and that the Company has not received any
notice, order or circular from any Person or authority or authorities or Government or semi-government
or public bodies whereby or by reason or means the Hypothecated Property is affected.

(xi) Further Borrowings

The Company shall to borrow/raise loans or avail of financial assistance in whatever form as also to issue
debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise,
subject to applicable consents, approvals or permissions that may be required under any
statutory/regulatory/contractual requirement, and change the capital structure including the issue of
shares of any class, on such terms and conditions as we may think appropriate, provided stipulated
Security Cover is maintained on the NCDs and after obtaining the consent of, or intimation to, the NCD
Holders or the Debenture Trustee regarding the creation of a further charge over such Security

(xii) Debenture Trustee to keep in trust the benefits of the Security upon taking possession thereof

That it shall be lawful for the Debenture Trustee upon entering into or taking possession under the
provisions herein contained of all or any of the Security henceforth to hold and keep in trust the same
and to receive the rents and profits thereof without any interruption or disturbance by the Company or
any other person or persons claiming by, though, under or in trust for Company and that freed and
discharged from or otherwise by the Company sufficiently indemnified against all encumbrances and
demands whatsoever.

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 (xiii) Company to execute other documents reasonably required by the Debenture Trustee to exercise
its rights under these presents

That the Company shall execute all such deeds, documents and assurances and do all such acts and things
as the Debenture Trustee may reasonably require for exercising the rights under these presents and the
NCDs or for effectuating and completing the Security intended to be hereby created and shall from time
to time and at all times after the Security hereby constituted shall become enforceable execute and do all
such deeds, documents, assurances, acts, and things as the Debenture Trustee may require for facilitating
realisation of the Security and for exercising all the powers, authorities and discretion thereby offered on
the Debenture Trustee or any Receiver and in particular the Company shall execute all transfers,
conveyances, assignments and assurances of the Security whether to the Debenture Trustee or to their
nominees which the Debenture Trustee may think expedient and shall perform or cause to be performed
all acts and things requisite or desirable for the purpose of giving effect to the exercise of any of the said
powers, authorities and discretion’s and further shall for such purposes or any of them make or consent
to such application to any Government or local authority as the Debenture Trustee may require for the
consent, sanction or authorisation of such authority to or for the sale and transfer of the
Movable/Hypothecated Property or any part thereof and it shall be lawful for the Debenture Trustee to
make or consent to make any such application in the name of the Company and for the purposes aforesaid
a certificate in writing signed by the Debenture Trustee to the effect that any particular assurance or thing
required by them is reasonably required by them shall be conclusive evidence by the fact.

(xiv) The Company shall at all times maintain the Security Cover of 100% or higher.

(xv) The Company shall not down-streaming of funds raised by way of NCDs to any of its subsidiaries.

B. Affirmative Covenants

The Company shall:

(i) Offer Document to have conformity with Debenture Trust cum Hypothecation Deed: ensure that
Debenture Trust cum Hypothecation Deed and any other Transaction Documents, in relation to the NCDs,
when executed/to be executed shall be to the satisfaction of the Debenture Trustee and NCD Holders at all
times, and will be in accordance with the Terms and Conditions as contained in the Offer Document;

(ii) Validity of Transaction Documents: ensure that the Offer Document, Debenture Trust cum
Hypothecation Deed and any other Transaction Documents creating the Security validly executed and
delivered/shall be validly executed and delivered, will continue in full force and effect and will constitute
valid and binding obligations of the Company.

(iii) Notice of Winding Up or Other Legal Process: promptly inform 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 Companies Act or any other notice under any other statute or otherwise of any suit or other legal
processes intended to be filed or initiated against the Company and affecting the title to the Hypothecated
Properties of the Company or if a Receiver is appointed of any of its properties of the Company or if a
Receiver is appointed of any of its properties or businesses or undertakings;

(iv) Memorandum and Articles of Association: carry out such alterations to its memorandum and articles of
association as may be deemed necessary in the opinion of NCD Holders/Debenture Trustee to safeguard
the interests of the NCD Holders and as required under Applicable Law;

(v) Preserve Corporate Status: Diligently preserve its corporate existence and status and all rights, contracts,
privileges, franchises and concessions now held or hereafter acquired by it in the conduct of its business,
including license to conduct business as a non-banking financial institution, and that it will comply with
each and every one of the said franchises and concessions and all acts, rules, regulations, orders and
directions of any legislative, executive, administrative or judicial body applicable to the Security or any
part thereof;

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 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 NCDs or the Security of the NCDs is not hereby materially endangered
or impaired. The Company will not do or voluntarily suffer or permit to be done any act or thing whereby
payment of the principal of or premium on the NCDs might or would be hindered or delayed;

(vi) Furnish Information to Debenture Trustee: give to the Debenture Trustee or its nominees such
information as they shall require as to all matters relating to the business, property and affairs of the
Company and at the time of the issue thereof to the shareholders of the Company furnish to the Debenture
Trustee copies of every report, balance sheet, profit and loss account, circulars or notices issued to the
shareholders and the Debenture Trustee shall be entitled, if they deem fit, from time to time to nominate
an accountant or agent to examine the books of account, documents and property of the Company or any
part thereof and to investigate the affairs thereof and the Company shall allow any such accountant or agent
to make such examination and investigation and shall furnish him with all such information as they may
require and shall pay all costs, charges and expenses incidental to such examination and investigation;

(vii) Furnish Information regarding Credit Rating: the Company shall submit to the Debenture Trustee a
certificate stating the credit rating issued with respect to the NCDs from an independent Credit Rating
Agencies, which is not associated with the Company or its sponsors or promoters. Further pursuant to
Regulations 55 of SEBI LODR Regulations, the credit rating obtained by the Company shall be reviewed
at least once a year by a Credit Rating Agencies and the Company submit the same to the Debenture
Trustee. In the event of any degradation in the credit rating by the Credit Rating Agencies, the Company
shall immediately disseminate the same to the Stock Exchange and Debenture Trustee pursuant to SEBI
LODR Regulations;

(viii) Corporate Governance: confirm to all mandatory recommendation on corporate governance pursuant to
the SEBI LODR Regulations;

(ix) Due Payment of Public and Other Demands: confirm that the Company is not in arrears of any
undisputed public demands such as income-tax, corporation tax and all other taxes and revenues or any
other statutory dues payable to Central or State Governments or any local or other authority;

(x) Maintain Listing: confirm that the Company shall take all necessary steps and comply with the uniform
listing agreement with the BSE Limited along with the SEBI LODR Regulations and SEBI NCS
Regulations, to ensure that the NCDs remain listed;

(xi) Maintenance of Rating: confirm that the Company will comply with any agreement with the Credit
Rating Agencies and provide any necessary information to the Credit Rating Agencies so as to continue to
maintain a credit rating;

(xii) Maintenance of Movable Properties: maintain and keep in proper order, repair and keep in good
condition the Movable Properties. If the Company fails to keep in proper order, good condition and repair
the Movable Properties or any part thereof, then the Debenture Trustee may, but shall not be bound to,
maintain the same in proper order or repair or condition and any expense incurred by the Debenture Trustee
and its costs and charges therefore shall be reimbursed by the Company;

(xiii) Conducting of business: conduct its business with due diligence and efficiency and in accordance with
the financial standards and the best business practices;

(xiv) Utilisation of Issue Proceeds: utilise the monies received towards subscription of the NCDs for the
purposes as stated in the Offer Document i.e. the funds raised through this Issue will be utilised for the
purpose of onward lending and for repayment of interest and principal of existing loans and for General
Corporate Purposes after meeting the expenditures of and related to the Issue and subject to applicable
statutory/regulatory requirements. The Company shall submit a statement regarding utilisation of Issue
Proceeds of the Debentures and material deviation in use of proceeds, if any, along with quarterly financial
results to the Stock Exchange till such proceeds of the Issue have been fully utilised or purpose for raising
the proceeds has been achieved, in accordance with Regulations 52(7) and 52(7A) of the SEBI LODR
Regulations.;

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 The Company shall submit to the Debenture Trustee the following, in accordance with Regulation 56 of
the SEB LODR Regulations copy of the annual report at the same time as it is issued along with a copy
of certificate from the Company’s auditors in respect of utilization of funds during the implementation
period of the project for which the funds have been raised. Provided that the copy of the auditor’s
certificate may be submitted at the end of each financial year till the funds have been fully utilised or the
purpose for which these funds were intended has been achieved,

(xv) Registration: duly cause these presents to be registered in all respects so as to comply with the provisions
of the Companies Act, and also cause the Deed to be registered in conformity with the provisions of the
Indian Registration Act, 1908 or any other statute, ordinance or regulation of or relating to any part of
India, within which any portion of the Movable Property is or may be situated by which the registration of
Debenture Trust cum Hypothecation Deed is required and generally do all other acts (if any) necessary for
the purpose of assuring the legal validity of these presents and in accordance with the Company’s
memorandum of association and articles of association;

(xvi) Payment of Stamp Duty: pay all such stamp duty (including any additional stamp duty), other duties,
taxes, charges and penalties in connection with the NCDs and the issue thereof and all other documents in
relation to the NCDs, as and when the Company may be required to pay according to the laws for the time
being in force, whether in the State in which the Movable Property are situated, or otherwise, and in the
event of the Company failing to pay such stamp duty, other duties, taxes and penalties as aforesaid, the
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;

(xvii) Reimbursement of Expenses: reimburse all sums paid or expenses incurred by the Debenture Trustee or
any Receiver, Attorney, Manager, Agent or other person appointed by the Debenture 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. All such sums shall carry interest at the rate of 18% per annum in case of any delay from the
date when the same shall have been advanced, paid or become payable or due and as regards liabilities, the
Company will, on demand, pay and satisfy or obtain the release of such persons from such liabilities and
if any sum payable under this clause shall be paid by the Debenture Trustee or any other person the
Company shall forthwith on demand, reimburse the same to the Debenture Trustee. Until payment or
reimbursement of all such sums, the same shall be a charge upon the Movable/Hypothecated Properties in
priority to the charge securing the NCDs;

(xviii) Notice of labour issues: promptly inform the Debenture Trustee of the happening of any labour strikes,
lockouts, shut-downs, fires or any event likely to have a substantial effect on the Company’s profits or
business and the reasons therefor;

(xix) Notice of damage due to force majeure: promptly inform the Debenture Trustee of any loss or damage,
which the Company may suffer due to force majeure circumstances or act of God against which the
Company may not have insured its properties;

(xx) Compliance with Laws: comply with the provisions and disclosure requirements as specified under
various laws, rules, regulations, notifications and circulars issued by applicable Governmental/Regulatory
Authorities including SEBI, RBI, Ministry of Corporate Affairs, etc., from time to time as applicable in
respect of the public issue of NCDs as may be in force from time to time during the currency of the NCDs;

C. Negative Covenants

The Company shall:

(i) inform the debenture trustee about any change in nature and conduct of business by the company
before such change;

(ii) inform the debenture trustee of any significant changes in the composition of its Board of Directors

(iii) inform the debenture trustee of any amalgamation, merger or reconstruction scheme proposed by
the company;

(iv) not create further charge or encumbrance over the trust property without the approval of the trustee

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 (v) keep the debenture trustee informed of all orders, directions, notices, of court/tribunal affecting or
likely to affect the charged assets;

D. Financial Covenants

(i) Until the Final Settlement Date, the Company shall maintain a Capital Adequacy Ratio as may be
prescribed by the RBI from time to time.

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 TERMS OF THE ISSUE

Authority for the Issue

This Issue has been authorised by the Board of Directors of our Company pursuant to a resolution passed at their
meeting held on May 13, 2024. Further, the present borrowing is within the borrowing limits under Section
180(1)(c) of the Companies Act, 2013 duly approved by the shareholders vide their resolution passed at their
EGM held on March 09, 2023.

Principal Terms & Conditions of this Issue

The NCDs being offered as part of the Issue are subject to the provisions of the SEBI NCS Regulations and the
SEBI Master Circular, the applicable provisions of Companies Act, 2013, the Memorandum and Articles of
Association of our Company, the terms of the Draft Prospectus, the Prospectus, the Application Forms, the terms
and conditions of the Debenture Trusteeship Agreement, the Debenture Trust cum Hypothecation Deed, other
applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the
Government of India/BSE, RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing
of securities and any other documents that may be executed in connection with the NCDs.

Ranking of NCDs

The NCDs being offered through this Issue would constitute direct and secured obligations of the Company and
shall rank pari passu inter se, and subject to any obligations under applicable statutory and/or regulatory
requirements, shall also, with regard to the amount invested, be secured by way of creating security over on all
movable assets (excluding charge on the written down value of furniture and fixtures to the extent of
₹10,80,91,696), including book debts and receivables, cash and bank balances, loans and advances, both present
and future of the Company equal to the value of one time of the NCDs outstanding plus interest accrued thereon.
The claims of the NCD Holders shall be superior to the claims of any unsecured creditors, subject to applicable
statutory and/or regulatory requirements. We have received necessary consents from the relevant lenders,
debenture trustees and security trustees for creating an exclusive charge in favour of the Debenture Trustee in
relation to the NCDs.

In terms of the SEBI Master Circular for Debenture Trustees, our Company is required to obtain permissions or
consents from or provide intimations to the prior creditors for proceeding with this Issue, if pari passu security is
sought to be created. However, exclusive charge by way of hypothecation of identified book debts of the Company
is being provided as security for this Issue and these assets have no prior charge by any creditor of our Company.

Security

The Issue comprises of public issue of NCDs of face value of ₹1,000 each.

The principal amount of the NCDs to be issued in terms of the Prospectus together with all interest due on the
NCDs, as well as all costs, charges, all fees, remuneration of Debenture Trustee and expenses payable in respect
thereof shall be secured by way of first ranking pari passu charge with the Existing Secured Creditors on all
movable assets (excluding charge on the written down value of furniture and fixtures to the extent of
₹10,80,91,696), including book debts and receivables, cash and bank balances, loans and advances, both present
and future of the Company equal to the value of one time of the NCDs outstanding plus interest accrued thereon

Prior to the filing of the listing application as prescribed under SEBI Regulations and other Applicable Laws,
Oour Company will ensure 100.00% or higher security cover on the outstanding amount, including interest, for
the NCDs at any time, by creating security in favour of the Debenture Trustee for the Debenture Holders.

In terms of the SEBI Master Circular for Debenture Trustees, our Company has entered into the Debenture
Trusteeship Agreement and in furtherance thereof intends to enter into a deed of agreement with the Debenture
Trustee for the benefit of the NCD Holders, (“Debenture Trust cum Hypothecation Deed”), the terms of which
shall govern the appointment of the Debenture Trustee and the issue of the NCDs.

Our Company proposes to complete the execution of the Debenture Trust cum Hypothecation Deed before filing
of listing application and shall utilise the funds only after the stipulated security has been created. If the Company

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fails to execute the trust deed within the period as mentioned, without prejudice to any liability arising on account
of violation of the provisions of the Act and the SEBI NCS Regulations, the Company shall also pay interest of
at least two percent per annum to the debenture holder, over and above the agreed coupon rate, till the execution
of the trust deed.

Under the terms of the Debenture Trust cum Hypothecation Deed, our Company will covenant with the Debenture
Trustee that it will pay the Debenture Holders holding the NCDs the principal amount on the NCDs on the relevant
redemption date and also that it will pay the interest due on the NCDs at the rate specified in the Prospectus and
in the Debenture Trust cum Hypothecation Deed.

The Debenture Trust cum Hypothecation Deed will also provide that our Company may withdraw any portion of
the security subject to prior written consent of the Debenture Trustee and/or may replace with another asset of the
same or a higher value.

Our Company confirms that the Issue proceeds shall be kept in the Public Issue Account until the documents for
creation of security i.e. the Debenture Trust cum Hypothecation Deed, is executed.

Further, in the event our Company fails to execute the Debenture Trust cum Hypothecation Deed within a timeline
specified under Regulation 18 of SEBI NCS Regulations, our Company shall pay interest of at least 2% p.a. to
each NCD Holder, over and above the agreed coupon rate, till the execution of the Debenture Trust cum
Hypothecation Deed.

Debenture Redemption Reserve

In accordance with recent amendments to the Companies Act, 2013, and the Companies (Share Capital &
Debentures) Rules 2014, read with Rule 16 of the SEBI NCS Regulations, any non-banking finance company that
intends to issue debentures to the public are no longer required to create a DRR for the purpose of redemption of
debentures. The Government, in the union budget for the Financial Year 2019-20 had announced that non-banking
finance companies raising funds in public issues would be exempt from the requirement of creating a DRR.

Pursuant to the amendment to the Companies (Share Capital & Debentures) Rules 2014, notified on August 16,
2019, and as on the date of filing of this Prospectus, the Company is not required to create DRR for the purpose
of redemption of the NCDs. Accordingly, no debenture redemption reserve shall be created by our Company for
the purpose of redemption of the NCDs or in connection with the Issue. The Company shall, as per the Companies
(Share Capital & Debentures) Rules 2014 and other laws applicable from time to time, invest or deposit, as the
case may be, the applicable amounts, within the specified timelines, in respect of debentures maturing during the
year ending on the 3lst day of March of the next year, in any one or more methods of investments or deposits
stipulated under the applicable law. Provided that the amount remaining invested or deposited, as the case may
be, shall not at any time fall below the specified percentage, which is presently stipulated at 15% (fifteen percent)
of the amount of the debentures maturing during the year ending on March 31 of the next year, in any of the
following instruments or such other instruments as may be permitted under the applicable laws.

A. in deposits with any scheduled bank, free from any charge or lien
B. in unencumbered securities of the Central Government or any State Government;
C. in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of the Indian Trusts Act,
1882;
D. in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of
the Indian Trusts Act, 1882:

Provided further that the amount invested or deposited as above shall not be used for any purpose other than for
redemption of debentures maturing during the year referred above.

Recovery Expense Fund

Pursuant to SEBI Master Circular for Debenture Trustee, as amended, our Company is required to create a
recovery expense fund. Our Company shall deposit in the recovery expense fund an amount equal to 0.01% of the
issue size, subject to maximum of ₹25 lakhs.

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Face Value

The face value of each NCD to be issued under this Issue shall be ₹ 1,000.

NCD Holder not a Shareholder

The NCD Holders will not be entitled to any of the rights and privileges available to the equity and/or preference
shareholders of our Company, except to the extent of the right to receive the annual reports of our Company and
such other rights as may be prescribed under the Companies Act, 2013 and the rules prescribed thereunder and
the SEBI Listing Regulations.

Rights of the NCD Holders

Some of the significant rights available to the NCD Holders are as follows:

1. The NCDs shall not, except as provided in the Companies Act, 2013, our Memorandum of Association and
Articles of Association and/or the Debenture Trust cum Hypothecation Deed, confer upon the holders thereof
any rights or privileges available to our Company’s members/shareholders including, without limitation, the
right to attend and/or vote at any general meeting of our Company’s members/shareholders. However, if any
resolution affecting the rights attached to the NCDs is to be placed before the members/shareholders of our
Company, the said resolution will first be placed before the concerned registered NCD Holders for their
consideration. In terms of Section 136(1) of the Companies Act, 2013, holders of NCDs shall be entitled to a
copy of the balance sheet and copy of trust deed on a specific request made to our Company.

2. Subject to applicable statutory/regulatory requirements and terms of the Debenture Trust cum Hypothecation
Deed, including requirements of the RBI, the rights, privileges and conditions attached to the NCDs may be
varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the
outstanding amount of the NCDs or with the sanction of a special resolution passed at a meeting of the
concerned NCD Holders, provided that nothing in such consent or resolution shall be operative against us,
where such consent or resolution modifies or varies the terms and conditions governing the NCDs, if the same
are not acceptable to us.

3. Subject to applicable statutory/ regulatory requirements and terms of Debenture Trust cum Hypothecation
Deed, in case of NCDs held in (i) dematerialised form, the person for the time being appearing in the register
of beneficial owners of the Depositories; and (ii) physical form on account of re-materialization, the registered
NCD Holders or in case of joint-holders, the one whose name stands first in the register of debenture holders
shall be entitled to vote in respect of such NCDs, either in person or by proxy, at any meeting of the concerned
NCD Holders and every such NCD Holder shall be entitled to one vote on a show of hands and on a poll,
his/her voting rights on every resolution placed before such meeting of the NCD Holders shall be in
proportion to the outstanding nominal value of NCDs held by him/her.

4. The NCDs are subject to the provisions of the SEBI NCS Regulations and the SEBI Master Circular,
provisions of the Companies Act, 2013, our Memorandum and Articles of Association, the terms of the Draft
Prospectus, the Prospectus, the terms and conditions of the Debenture Trust cum Hypothecation Deed,
requirements of the RBI, other applicable statutory and/or regulatory requirements relating to this issue and
listing, of securities and any other documents that may be executed in connection with the NCDs.

5. Subject to SEBI circular, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, for

NCDs in physical form on account of re-materialization, a register of debenture holders will be maintained
in accordance with Section 88 and Section 94 of the Companies Act, 2013 and all interest and principal sums
becoming due and payable in respect of the NCDs will be paid to the registered holder thereof for the time
being or in the case of joint-holders, to the person whose name stands first in the register of debenture holders
as on the Record Date. For NCDs in dematerialized form, all interest and principal sums becoming due and
payable in respect of the NCDs will be paid to the person for the time being appearing in the register of
beneficial owners of the Depositories. In terms of Section 88(3) of the Companies Act, 2013, the register of
beneficial owners maintained by a Depository for any NCDs in dematerialized form under Section 11 of the
Depositories Act shall be deemed to be a register of debenture holders for this purpose. The same shall be
maintained at the Registered Office of our Company under Section 94 of the Companies Act, 2013 unless the
same has been moved to another location after obtaining the consent of the NCD Holders as given thereunder.

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 6. Subject to compliance with applicable statutory requirements, the NCDs can be rolled over only with the
consent of the holders of at least 75% of the outstanding amount of the NCDs after providing at least 15 days
prior notice for such roll over and in accordance with the SEBI NCS Regulations. Our Company shall redeem
the NCDs, who have not given their positive consent to the roll-over.

The aforementioned rights of the NCD Holders are merely indicative. The final rights of the NCD Holders will
be as per the terms of the Prospectus and the Debenture Trust cum Hypothecation Deed.

Debenture Trustees for the NCD Holders

We have appointed Vistra ITCL (India) Limited to act as the Debenture Trustees for the NCD Holders in terms
of Regulation 8 of the SEBI NCS Regulations and Section 71(5) of the Companies Act, 2013 and the rules
prescribed thereunder. We and the Debenture Trustee will execute a Debenture Trust cum Hypothecation Deed,
inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and us within such period
as specified under Regulation 18 of the SEBI NCS Regulations and on failure to do the same, we shall pay interest
of at least two percent per annum to the NCD Holder(s), over and above the agreed coupon rate, till the execution
of the trust deed. The NCD Holder(s) shall, without further act or deed, be deemed to have irrevocably given their
consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters and
things in respect of or relating to the NCDs as the Debenture Trustee may in its absolute discretion deem necessary
or require to be done in the interest of the NCD Holder(s). Any payment made by us to the Debenture Trustee on
behalf of the NCD Holder(s) shall discharge us pro tanto to the NCD Holder(s).

The Debenture Trustee will protect the interest of the NCD Holders in the event of default by us in regard to
timely payment of interest and repayment of principal and they will take necessary action at our cost. It is it the
duty of the debenture trustee to monitor the security cover is maintained, however, the recovery of 100% of the
amount shall depend on the market scenario prevalent at the time of enforcement of the security.

Our Company shall not create any further encumbrances on the Security except with the prior approval of the
Debenture Trustee. In the event of such request by our Company, the Debenture Trustee shall provide its approval
for creation of further charges provided that our Company provides a certificate from a chartered accountant
stating that after creation of such further charges, the required Security cover is maintained.

At any time before the Security constituted hereunder becomes enforceable, the Debenture Trustee, may, at the
request of our Company and without any consent of the NCD Holders, do or concur our Company in doing all or
any of the things which our Company might have done in respect of the Security as if no security had been created
and particularly, but not by way of limitation, the following assent to any modification of any contracts or
arrangements which may be subsisting in relation to the Security.

Events of Default (including manner of voting/conditions of joining Inter Creditor Agreement)

Subject to the terms of the Debenture Trust cum Hypothecation Deed, the Debenture Trustee at its discretion may,
give notice to our Company specifying that the NCDs and/or any Options of NCDs, in whole but not in part are
and have become due and repayable on such date as may be specified in such notice inter alia if any of the events
listed below occurs. The description below is indicative only and a complete list of events of default including
cross defaults, if any, and its consequences will be specified in the Debenture Trust cum Hypothecation Deed.

Indicative list of Events of Default:

i. Default is committed in payment of the Redemption Amount/Principal Amount of the NCDs on the
Redemption Date;

ii. Two consecutive defaults are committed in payment of any Interest Amount on the NCDs on the Interest
Payment Date;

iii. Default is committed in payment of any other monies including costs, charges and expenses incurred by the
Debenture Trustee

iv. Default is committed in the performance or observance of any covenant, condition or provision contained in
these presents and/or the Financial Covenants and Conditions and the Offer Document (other than the
obligation to pay Redemption Amount and Interest) and, except where the Debenture Trustee certify that

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 such default is in their opinion incapable of remedy (in which case no notice shall be required), such default
continues for 30 days after written notice has been given thereof by the Debenture Trustee to the Company
requiring the same to be remedied;

v. Default by the Company in maintaining the Security Cover for a continuous period of 7 (seven) Business
Days;

vi. Any indebtedness of the Company for borrowed monies i.e. indebtedness for and in respect of monies
borrowed or raised (whether or not for cash consideration) by whatever means (including acceptances,
credits, deposits and leasing) becomes due prior to its stated maturity by reason of default of the terms thereof
or any such indebtedness is not paid at its stated maturity or there is a default in making payments due under
any guarantee or indemnity given by the Company in respect of the indebtedness of borrowed monies of any
person and such default has not been cured or waived;

vii. Any information given by the Company in the reports and other information furnished by the Company and
the warranties given/deemed to have been given by it to the Debenture Trustee is found to be misleading or
incorrect in any material respect;

viii. If there is reasonable apprehension that the Company is unable to pay its debts or proceedings for taking it
into liquidation, either voluntarily or compulsorily, may be or have been admitted by the court;

ix. If, the Movable Property have not been kept insured or depreciate in value to such an extent that in the
opinion of the Debenture Trustee further security should be given and on advising the Company to that effect
such security has not been given to the Debenture Trustee to their satisfaction;

x. The Company has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or
insolvency law and such proceeding is admitted by the court or the Company is voluntarily or involuntarily
dissolved; and a court having jurisdiction shall enter a decree or order for relief in respect of the Company
and such decree or order shall remain unstayed and in effect for a period of 30 (thirty) consecutive days or
the Company has consented to the entry of an order for relief in an involuntary case under any such laws, or
shall consent to the appointment of or taking possession by a receiver, liquidator, trustee, custodian,
sequestrator or similar official of the Company or for any substantial part of its property or has made any
general assignment for the benefit of the creditors, or has failed generally to pay its debts as they become
due or shall take any corporate action in furtherance of any of the above.

xi. If a petition for winding up of the Company shall have been admitted or if an order of a court of competent
jurisdiction is made or a notice shall have been given of a proposed resolution for the winding up of the
Company or an effective resolution is passed for the winding up of the Company otherwise than in pursuance
of a scheme of amalgamation or reconstruction previously approved in writing by the Debenture Trustee and
duly carried out into effect

xii. The Company is unable to or has admitted in writing its inability to pay its debts as they mature;

xiii. If in the opinion of the Debenture Trustee further security should be created to secure the NCDs and on
advising the Company to the effect such security has not been given to the Debenture Trustee to its
reasonable satisfaction;

xiv. The Company has taken or suffered any action to be taken for its reorganisation, liquidation or dissolution.

xv. A receiver or a liquidator has been appointed or allowed to be appointed of all or any part of the undertaking
of the Company;

xvi. If, any extra-ordinary circumstances have occurred which make it improbable for the Company to fulfil its
obligation under these presents and/or the NCDs;

xvii. The Company without the consent of debenture holders ceases or threatens to cease to carry on its business
or gives notice of its intention to do so;

xviii. When any breach of the terms of the prospectus inviting the subscriptions of debentures or of the covenants
of this deed is committed

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 xix. If, the Company is unable to pay its debts or if the Company is carrying on business at a loss and it appears
to the Debenture Trustee that continuation of its business will endanger the security hereby created;

xx. After giving an opportunity of being heard to the Company, the Debenture Trustee is of the opinion that the
Security of the NCD Holders is in jeopardy;

xxi. If it is certified by an accountant or firm accountants appointed by the trustee that the liabilities of the
company exceed its respective assets;

xxii. if the Company enters into amalgamation, reorganisation or reconstruction without the prior consent of the
Debenture Trustee in writing;

xxiii. When the company creates or attempts to create any charge on the mortgaged premises or any part thereof
without the prior approval of the Debenture Trustees/NCD Holders;

xxiv. if the Company shall, without the prior consent of the Debenture Trustee in writing, make or attempt to make
any alteration to its Memorandum and Articles of Association, which, affects adversely the interest of the
NCD Holders; and.

xxv. If any litigation, arbitration, investigative or administrative proceedings is instituted against the Company
that restrains the Company’s entry into or restricts the exercise of any of the Company’s rights under or
compliance by the Company of any of its obligations under the Debenture Trust cum Hypothecation Deed
and is not discharged or resolved within a period of 60 days of such institution, the Company shall request
the Debenture Trustee in writing to extend the period for such resolution by such additional time as may
seem reasonable. The Debenture Trustee shall, within 30 days of receipt of such a request, call a meeting of
the NCD Holders within to decide upon granting extension to the Company to resolve or discharge such
litigation, arbitration, investigative or administrative proceedings. The decision of NCD Holders holding
Majority Interest shall be communicated to the Company with regard to whether failure to resolve or
discharge such litigation, arbitration, investigative or administrative proceedings shall constitute a material
adverse effect.

xxvi. If the following documents are not executed and/or perfected as the case maybe within the timeframe
specified for each of such documents:

a. The Debenture Trust cum Hypothecation Deed is not executed/perfected before transfer of funds from
the Public Issue Account as specified in this Prospectus.

Subject to the approval of the debenture holders and the conditions as may be specified by the SEBI from
time to time, the Debenture Trustee, on behalf of the debenture holders, may enter into inter-creditor
agreements provided under the framework specified by the Reserve Bank of India.

In accordance with the SEBI Master Circular for Debenture Trustees in case of ‘Default’ by Issuers of
listed debt securities, post the occurrence of a “default”, the consent of the NCD Holders for entering into
an inter-creditor agreement (the “ICA”) /enforcement of security shall be sought by the debenture trustee
after providing a notice to the investors in the manner stipulated under applicable law. Further, the meeting
of the NCD Holders shall be held within the period stipulated under applicable law. In case(s) where
majority of investors express their consent to enter into the ICA, the debenture trustee shall enter into the
ICA on behalf of the investors upon compliance with the conditions as stipulated in the abovementioned
circular. In case consents are not received for signing the ICA, the debenture trustee shall take further
action, if any, as per the decision taken in the meeting of the investors. The consent of the majority of
investors shall mean the approval of not less than 75% of the investors by value of the outstanding debt
and 60% of the investors by number at the ISIN level. Explanation 2 to Regulation 49 of the SEBI Listing
Regulations, defines ‘default’ as non-payment of interest or principal amount in full on the pre-agreed date
which shall be recognized at the first instance of delay in the servicing of any interest/dividend or principal
on debt.

It is hereby confirmed, in case of an occurrence of a “default”, the Debenture Trustee shall abide and
comply with the procedures mentioned in the SEBI Master Circular for Debenture Trustees.

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Market Lot and Trading Lot

The NCDs shall be allotted only in dematerialized form. As per the SEBI NCS Regulations, the trading of the
NCDs shall be in dematerialised form only. Since trading of the NCDs is in dematerialised form, the tradable lot
is one NCD.

Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the
applicable interest for such NCDs) prior to redemption of the NCDs.

Allotment in the Issue will be in Demat form in multiples of one NCD. For details of allotment, see “Issue
Procedure” beginning on page 237.

Nomination facility to NCD Holder

In accordance with Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rule 19”) and Section
72 of the Companies Act, 2013, the sole NCD Holder, or first NCD Holder, along with other joint NCD Holders’
(being individual(s)), may nominate, in the Form No. SH.13, any one person in whom, in the event of the death
of Applicant the NCDs Allotted, if any, will vest. Where the nomination is made in respect of the NCDs held by
more than one person jointly, all joint holders shall together nominate in Form No. SH.13 any person as nominee.
A nominee entitled to the NCDs by reason of the death of the original holder(s), will, in accordance with Rule 19
and Section 56 of the Companies Act, 2013, be entitled to the same benefits to which he or she will be entitled if
he or she were the registered holder of the NCDs. Where the nominee is a minor, the holder(s) may make a
nomination to appoint, in Form No. SH.14, any person to become entitled to NCDs in the event of the holder ‘s
death during minority. A nomination will stand rescinded on a sale/transfer/alienation of NCDs by the person
nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can
be made only on the prescribed form available on request at our Registered Office or with the Registrar to the
Issue.

NCDs are held by two or more persons, the nominee shall become entitled to receive the amount only on the
demise of all such NCD Holders. Fresh nominations can be made only in the prescribed form available on request
at our Registered/ Corporate Office, at such other addresses as may be notified by us, or at the office of the
Registrar to the Issue.

NCD Holder(s) are advised to provide the specimen signature of the nominee to us to expedite the transmission
of the NCD(s) to the nominee in the event of demise of the NCD Holder(s). The signature can be provided in the
Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen
signature of the nominee is purely optional.

In accordance with the Section 72 read with Rule 19, any person who becomes a nominee by virtue of the Rule
19, will on the production of such evidence as may be required by the Board, elect either:

• to register himself or herself as the holder of the NCDs; or

• to make such transfer of the NCDs, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the NCDs, and if the notice is not complied with, within a period of 90 days, the Board may
thereafter withhold payment of all interests or redemption amounts or other monies payable in respect of the
NCDs, until the requirements of the notice have been complied with.

A nomination may be cancelled or varied by nominating any other person in place of the present nominee, by the
Secured NCD Holder who has made the nomination, by giving a notice of such cancellation or variation in the
prescribed manner as per applicable laws. The cancellation or variation shall take effect from the date on which
the notice of such variation or cancellation is received

For all NCDs held in the dematerialised form and since the allotment of NCDs pursuant to this Issue will be made
only in dematerialized mode, there is no need to make a separate nomination with our Company. The nominations
registered with the respective Depository Participant of the Applicant would prevail. If the investors require

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changing their nomination, they are requested to inform their respective Depository Participant in connection with
NCDs held in the dematerialised form.

Applicants who have opted for rematerialisation of NCDs and are holding the NCDs in the physical form should
provide required details in connection with their nominee to our Company.

Jurisdiction

Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Kottayam, Kerala
India.

Application in the Issue

Applicants shall apply in this Issue in dematerialised form only, through a valid Application Form filled in by the
Applicant along with attachment, as applicable. Further, Applications in this Issue shall be made through the
ASBA facility only (including Applications made by UPI Investors under the UPI Mechanism).

In terms of Regulation 7 of the SEBI NCS Regulations, our Company will make public issue of the NCDs in the
dematerialised form only.

However, in terms of Section 8(1) of the Depositories Act, our Company, at the request of the Investors who wish
to hold the NCDs in physical form will rematerialise the NCDs. However, any trading of the NCDs shall be
compulsorily in dematerialised form only.

Form of Allotment and Denomination of NCDs

As per the SEBI NCS Regulations, the trading of the NCDs on the Stock Exchange shall be in dematerialized
form only in multiples of 1 (one) NCD (“Market Lot”). Allotment in the Issue to all Allottees, will be in electronic
form i.e. in dematerialised form and in multiples of one NCD.

Transfer/ Transmission of NCD(s)

The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Companies
Act, 2013. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the
rules/procedures as prescribed by NSDL/ CDSL and the relevant DPs of the transfer or transferee and any other
applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities
are completed prior to the Record Date. The seller should give delivery instructions containing details of the
buyer’s DP account to his depository participant.

In the absence of the same, interest will be paid/redemption will be made to the person, whose name appears in
the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees
would need to be settled with the transferor(s) and not with the Company or Registrar.

Pursuant to the SEBI Listing Regulations, NCDs held in physical form, pursuant to any rematerialisation, as
above, cannot be transferred except by way of transmission or transposition. However, any trading of the NCDs
issued pursuant to this Issue shall be compulsorily in dematerialised form only.

Title

In case of:

• the NCDs held in the dematerialised form, the person for the time being appearing in the record of beneficial
owners maintained by the Depository; and

• the NCD held in physical form, pursuant to any rematerialisation, the person for the time being appearing in
the Register of NCD Holders as NCD Holder,

• shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and all other
persons dealing with such person as the holder thereof and its absolute owner for all purposes regardless of

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 any notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated NCD
Certificate issued in respect of the NCDs and no person will be liable for so treating the NCD Holder.

Register of NCD Holders

No transfer of title of NCD will be valid unless and until entered on the Register of NCD Holders or the register
and index of NCD Holders maintained by the Depository prior to the Record Date. In the absence of transfer being
registered, interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears
first in the Register of NCD Holders maintained by the Depositories and/or our Company and/or the Registrar, as
the case may be. In such cases, claims, if any, by the purchasers of the NCDs will need to be settled with the seller
of the NCDs and not with our Company or the Registrar. The provisions relating to transfer and transmission and
other related matters in respect of our Company’s shares contained in the Articles of Association of our Company
and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the NCDs as well.

Maintenance of Accounts

The Company shall maintain proper books of account as required by the Companies Act, and make true and proper
entries therein of all dealings and transactions of and in relation to the Movable Properties and the business of the
Company and keep the said books of account and all other books, registers and other documents relating to the
affairs of the Company at its registered office or, where permitted by law, at other place or places where the books
of account and documents of a similar nature may be kept and the Company will ensure that all entries in the same
relating to the Security and the business of the Company shall at all reasonable times be open for inspection of
the Debenture Trustee without any condition and such person or persons as the Debenture Trustee shall, from time
to time, in writing for that purpose appoint.

Annual Accounts

The Company shall submit to the Debenture Trustee its duly audited annual accounts, as prescribed under the
SEBI Listing Regulations. In case statutory audit is not likely to be completed during this period, the Company
shall get its accounts audited by an independent firm of chartered accountants and furnish the same to the
Debenture Trustee.

Insurance

The Company shall insure and keep insured up to the replacement value thereof or on such other basis as approved
by the Trustee, the Movable Properties against fire, theft, lightning, explosion, earthquake, strike, lock out, civil
commotion, storm, tempest, flood, marine risk, erection risk, war risk and other risk as may be specified by the
Trustee and shall duly pay all premium and other sums payable for the purpose. The insurance in respect of the
Movable Properties shall be taken in the joint names of the Company the Trustee and any other person having a
pari passu charge on the Movable Properties and acceptable to the Trustee. The Company shall submit copies of
such insurance policies and renewals thereof with the Trustee. The Company shall deliver to the Trustee an
Auditors’ Certificate as and when requested by the Trustee certifying the adequacy of insurance coverage for the
assets provided as security. In the event of failure on the part of the Company to insure the Movable Properties or
to pay the insurance premium or other sums referred to above, the Trustee may, but shall not be bound to, get the
Movable Property insured or pay the insurance premium and other sums referred to above, which shall be
reimbursed to the Trustee by the Company.

Dividend Declaration

The Company shall not declare any dividend to the shareholders in any year until the company has paid or made
satisfactory provision for the payment of the instalments of principal and interest due on the debentures.

Payment of Duties

The Company shall punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and
outgoings, governmental, municipal or otherwise imposed upon or payable by the Company as and when the same
shall become payable and when required by the Debenture Trustees produce the receipts of such payment and
also punctually pay and discharge all debts and obligations and liabilities which may have priority over the security
created and observe, perform and comply with all covenants and obligations which ought to be observed and
performed by the Company in respect of the Security or any part thereof.

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Notice of distribution of profits

The Company shall inform the Debenture Trustee prior to declaration or distribution of dividend by the Company.

Reporting to be done by Company

1. The Company shall furnish reports quarterly, i.e. periodical status/ performance reports from the with 7 days
of the relevant board meeting or within 45 days of respective quarter whichever is earlier, to the Debenture
Trustees containing the following particulars -

i. Updated list of the names and addresses of the NCD Holders.

ii. Details of the interest due, but unpaid and reasons thereof.
iii. The number and nature of grievances received from the NCD Holders and (a) resolved by the Company
and (b) unresolved by the Company and the reasons for the same.
iv. A statement from an independent chartered accountant that those assets of the Company which are
available by the way of Security are sufficient to discharge the claims of the NCD Holders as and when
they become due.
v. Inform the debenture trustee about any change in nature and conduct of business before any such
change.
vi. Informing the debenture trustee of any amalgamation, merger or reconstruction scheme proposed by
the Company.
vii. To keep the trustee informed of all orders, directions, notices of court/tribunal affecting or likely to
affect the charged assets.
viii. To inform debenture trustee of any major change in composition of its Board of Directors, which may
amount to change in control as defined in Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, as amended.
ix. Submit any such information, as required by the debenture trustee.
x. (a) certificate from the Director or Managing Director of the Company, certifying the amount of
security; and (b) certificate from an independent chartered accountant giving the amount of security.
xi. On a yearly basis – certificate from the Statutory Auditor giving the amount of security
xii. Such other reports as may be stipulated by SEBI or under Applicable Law.

2. The Company shall promptly disclose and furnish to the Debenture Trustee, all documents/ information
about or in relation to the Company or the Debentures, as requested by the Debenture Trustee to fulfil its
obligations hereunder or to comply with any Applicable Law, including in relation to filing of its reports/
certification to stock exchange within the prescribed timelines.

3. The Company shall submit documents/ information as the Debenture Trustee may require to conduct
continuous and periodical due diligence, which shall inter alia include:

i. periodical status/ performance reports from the Company within seven days of the relevant board
meeting of the Company or within 45 days of the respective quarter, whichever is earlier;
ii. details with respect to defaults, if any, with regard to payment of interest or redemption of Debentures;
iii. reports on the utilization of funds raised by the issue of Debentures;
iv. details with respect to conversion or redemption of the Debentures;
v. details with respect to dispatch of the debenture certificates and interest warrants, credit of the
debentures in the demat account of the debenture holders and payment of monies upon redemption of
Debentures to the debenture holders due to them within the stipulated time period in accordance with
the Applicable Law.
vi. reports from the lead bank regarding the progress of the project;
vii. details regarding monitoring of utilisation of funds raised in the issue of Debentures;
viii. certificate from the statutory auditors of the Company;
a. in respect of utilisation of funds during the implementation period of the project; and
b. in the case of debentures issued for financing working capital, at the end of each accounting
year; and
ix. such other documents or information as may be required by the Debenture Trustee in accordance with
the Applicable Law.

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4. The Company shall:

i. provide such documents/information and assistance to the Debenture Trustee as required by the
Debenture Trustee to carry out the necessary due diligence and monitor the asset cover on a quarterly
basis in the manner as may be specified by SEBI from time to time;
ii. submit a certificate from the statutory auditor on a half-yearly basis, giving the value of receivables/book
debts, and maintenance of asset cover as per the terms of Offer Document/ Information Memorandum
and/or this Deed including compliance with the covenants of the Offer Document/Information
Memorandum in the manner as may be specified by the Board from time to time.

5. The Company shall submit the following reports/ certification to the Debenture Trustee within the timelines
mentioned below:

Reports/ Certificates Timelines for submission Timelines for submission of

requirements to Debenture report/ certifications by
Trustee Debenture Trustee to Stock
Exchange
Security cover Certificate Quarterly basis within 45 days Quarterly basis within 75 days
A statement of value of pledged from end of each quarter or from end of each quarter
securities within such timelines as except last quarter when
A statement of value for Debt prescribed under Applicable submission is to be made
Service Reserve Account or any Law within 90 days.
other form of security offered
Net worth certificate of Half yearly basis within 45 Half yearly basis within 75
guarantor (secured by way of days from end of each half- days from end of each half-
personal guarantee) year or within such timelines year.
as prescribed under
Applicable Law
Financials/value of guarantor Annual basis within 60 days Annual basis within 75 days
prepared on basis of audited from end of each financial from end of each financial
financial statement etc. of the year or within such timelines year.
guarantor (secured by way of as prescribed under
corporate guarantee) Applicable Law.
Valuation report and title search Once in three years within 45 Once in three years within 75
report for the days from the end of the days from the end of the
immovable/movable assets, as financial year. financial year.
applicable.

6. The Debenture Trustee may at any time through its authorized representatives and agents, inspect books of
account, records, registers of Company and the trust property to the extent necessary for discharging its
obligations and the Company shall provide full and unimpeded access to the records, registers and books of
accounts and facilitate in the inspection and due diligence process. Any fees, costs expenses incurred in
conducting such inspection/due diligence process shall be fully borne by the Company. In the event, any
fees, costs expenses are borne by the Debenture Trustee, it shall be reimbursed forthwith by the Company
upon request.

7. The Company shall provide intimation regarding:

i. Any default in timely payment of interest or redemption or both in respect of the non-convertible debt
securities.
ii. All covenants of the issue (including side letters, Event of Default clause etc.).

8. The Company shall ensure due compliance and adherence to the SEBI Debenture Circulars in letter and
spirit.

9. Forensic Audit: In case of initiation of forensic audit (by whatever name called) in respect of the Company,
the Company shall provide following information and make requisite disclosures to the stock exchanges:

i. The fact of initiation of forensic audit along with name of entity initiating the audit and reasons for the

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 same, if available; and

Final forensic audit report (other than for forensic audit initiated by regulatory/ enforcement agencies) on receipt
by the Company along with comments of the management, if any

Succession

Where NCDs are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the
NCD Holder(s). It will be sufficient for our Company to delete the name of the deceased NCD Holder after
obtaining satisfactory evidence of his death. Provided, a third person may call on our Company to register his
name as successor of the deceased NCD Holder after obtaining evidence such as probate of a will for the purpose
of proving his title to the debentures. In the event of demise of the sole or first holder of the Debentures, the
Company will recognise the executors or administrator of the deceased NCD Holders, or the holder of the
succession certificate or other legal representative as having title to the Debentures only if such executor or
administrator obtains and produces probate or letter of administration or is the holder of the succession certificate
or other legal representation, as the case may be, from an appropriate court in India. The directors of the Company
in their absolute discretion may, in any case, dispense with production of probate or letter of administration or
succession certificate or other legal representation. In case of death of NCD Holders who are holding NCDs in
dematerialised form, third person is not required to approach the Company to register his name as successor of
the deceased NCD Holder. He shall approach the respective Depository Participant of the NCD Holder for this
purpose and submit necessary documents as required by the Depository Participant.

Where a non-resident Indian becomes entitled to the NCDs by way of succession, the following steps have to be
complied with:

1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the NCDs were
acquired by the non-resident Indian as part of the legacy left by the deceased NCD Holder.

2. Proof that the non-resident Indian is an Indian national or is of Indian origin.

3. Such holding by a non-resident Indian will be on a non-repatriation basis.

Joint-holders

Where two or more persons are holders of any NCD(s), they shall be deemed to hold the same as joint holders
with benefits of survivorship subject to other provisions contained in the Articles.

Procedure for Re-materialization of NCDs

NCD Holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any
time after Allotment in accordance with the applicable procedure stipulated by the DP, in accordance with the
Depositories Act and/or rules as notified by the Depositories from time to time. Holders of NCDs who propose
to rematerialise their NCDs, would have to mandatorily submit details of their bank mandate along with a
copy of any document evidencing that the bank account is in the name of the holder of such NCDs and their
Permanent Account Number to the Company and the DP. No proposal for rematerialisation of NCDs would
be considered if the aforementioned documents and details are not submitted along with the request for
such rematerialisation.

Restriction on transfer of NCDs

There are no restrictions on transfers and transmission of NCDs allotted pursuant to this Issue except as may be
required under RBI requirements and as provided in our Articles of Association. Pursuant to the SEBI Listing
Regulations, NCDs held in physical form, pursuant to any rematerialisation, as above, cannot be transferred except
by way of transmission or transposition, from December 4, 2018.

Period of Subscription

Issue Opening Date July 19, 2024

Issue Closing Date August 1, 2024

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 Pay In Date Application Date. The entire Application Amount is
payable on Application
Deemed Date of Allotment The date on which the Board of Directors or the
Committee thereof authorised by the Board approves
the Allotment of the NCDs for the Issue or such date
as may be determined by the Board of Directors/
Committee authorised by the Board thereof and
notified to the Designated Stock Exchange. The actual
Allotment of NCDs may take place on a date other
than the Deemed Date of Allotment. All benefits
relating to the NCDs including interest on NCDs shall
be available to the Debenture Holders from the
Deemed Date of Allotment.
This Issue shall remain open for subscription on Working Days from 10:00 a.m. to 5:00 p.m. (Indian Standard
Time) during the period indicated in the Prospectus, except that this Issue may close on such earlier date or
extended date (subject to a minimum period of three Working Days and a maximum period of 10 Working Days
from the date of opening of the Issue and subject to not exceeding thirty days from filing the Prospectus with ROC)
as may be decided by the Board of Directors of our Company or the Committee thereof subject to compliance
with Regulation 33A of the SEBI NCS Regulations. In the event of an early closure or extension of the Issue, our
Company shall ensure that notice of the same is provided to the prospective investors through an advertisement
in all the newspapers in which pre-issue advertisement for opening of this Issue has been given on or before such
earlier or initial date of Issue closure.

Applications Forms for the Issue will be accepted only from 10:00 a.m. to 5:00 p.m (Indian Standard Time) or
such extended time as may be permitted by the Stock Exchange, on Working Days during the Issue Period. On the
Issue Closing Date, the Application Forms will be accepted only between 10:00 a.m. and 3:00 p.m. (Indian
Standard Time) and uploaded until 5:00 p.m. or such extended time as may be permitted by the Stock Exchange.
Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian
Standard Time) on one Working Day after the Issue Closing Date. For further details please refer to the chapter
titled “Issue Related Information” on page 201 of this Prospectus. Applications Forms for the Issue will be
accepted only from 10:00 a.m. to 5:00 p.m. (Indian Standard Time) (“Bidding Period”), during the Issue Period
as mentioned above on all days between Monday and Friday (both inclusive barring public holiday) (a) by the
Designated Intermediaries at the Bidding Centres, or (b) by the SCSBs directly at the Designated Branches of the
SCSBs. Additionally, an Investor may also submit the Application Form through the app or web interface of the
Stock Exchange. On the Issue Closing Date, Application Forms will be accepted only between 10:00 a.m. to 3:00
p.m. and uploaded until 5:00 p.m. (Indian Standard Time) or such extended time as may be permitted by the Stock
Exchange. It is clarified that the Applications not uploaded on the Stock Exchange(s) Platform would be rejected.
Further, pending mandate requests for bids placed on the last day of bidding will be validated by 5:00 p.m. (Indian
Standard Time) on one Working Day post the Issue Closing Date.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are
advised to submit their Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m.
(Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the event a large number of
Applications are received on the Issue Closing Date, there may be some Applications which are not uploaded due
to lack of sufficient time to upload. Such Applications that cannot be uploaded will not be considered for allocation
under the Issue. Application Forms will only be accepted on Working Days during the Issue Period. Neither our
Company, nor the Lead Manager or Trading Members of the Stock Exchange are liable for any failure in
uploading the Applications due to failure in any software/ hardware systems or otherwise. Please note that the
Basis of Allotment under the Issue will be on the basis of date of upload of each application into the electronic
book of the Stock Exchange in accordance with the SEBI Master Circular. However, from the date of
oversubscription and thereafter, the allotments will be made to the applicants on proportionate basis.

Basis of payment of Interest

Payment of Interest/Maturity Amount will be made to those entitled NCD Holders whose names appear in the
register of Debenture Holders (or to first holder in case of joint holders) as on Record Date.

We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the
account of the Investors. In such cases, interest, on the interest payment date, would be directly credited to the
account of those Investors who have given their bank mandate.

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We may offer the facility of NACH, NEFT, RTGS, Direct Credit and any other method permitted by RBI and
SEBI from time to time to help NCD Holders. The terms of this facility (including towns where this facility would
be available) would be as prescribed by RBI. Please see, “Financial Indebtedness” at page 145.

Taxation

Any tax exemption certificate/document must be lodged at the office of the Registrar at least 7 (seven) days prior
to the Record Date or as specifically required, failing which tax applicable on interest will be deducted at source
on accrual thereof in our Company’s books and/or on payment thereof, in accordance with the provisions of the
IT Act and/or any other statutory modification, enactment or notification as the case may be. A tax deduction
certificate will be issued for the amount of tax so deducted.

As per clause (ix) of Section 193 of the I.T. Act, no tax is required to be withheld on any interest payable on any
security issued by a company, where such security is in dematerialised form and is listed on a recognized stock
exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the rules
made thereunder. Accordingly, no tax will be deducted at source from the interest on listed NCDs held in the
dematerialised form.

If the date of interest payment falls on a Saturday, Sunday or a public holiday in Mumbai or any other payment
centre notified in terms of the Negotiable Instruments Act, 1881, then interest would be paid on the next working
day. Payment of interest would be subject to the deduction as prescribed in the I.T. Act or any statutory
modification or re-enactment thereof for the time being in force.

Subject to the terms and conditions in connection with computation of applicable interest on the Record Date,
please note that in case the NCDs are transferred and/or transmitted in accordance with the provisions of the
Prospectus read with the provisions of the Articles of Association of our Company, the transferee of such NCDs
or the deceased holder of NCDs, as the case may be, shall be entitled to any interest which may have accrued on
the NCDs.

Day Count Convention:

Interest shall be computed on actual/actual basis i.e. on the principal outstanding on the NCDs as per the SEBI
MasterCircular.

Effect of holidays on payments

If the date of payment of interest does not fall on a Working Day, then the interest payment will be made on
succeeding Working Day (the “Effective Date”), however the calculation for payment of interest will be only till
the originally stipulated Interest Payment Date. The dates of the future interest payments would be as per the
originally stipulated schedule. Payment of interest will be subject to the deduction of tax as per Income Tax Act
or any statutory modification or re-enactment thereof for the time being in force. In case the Maturity Date (also
being the last Interest Payment Date) does not fall on a Working Day, the payment will be made on the
immediately preceding Working Day, along with coupon/interest accrued on the NCDs until but excluding the
date of such payment.

Illustration for guidance in respect of the day count convention and effect of holidays on payments.

The illustration for guidance in respect of the day count convention and effect of holidays on payments, as required
by SEBI MasterCircular.

Maturity and Redemption

The NCDs issued pursuant to this Prospectus have a fixed maturity date. The NCDs will be redeemed at the expiry
of 18 months from the Deemed Date of Allotment for Option I, 24 months from the Deemed Date of Allotment
for Option II, 30 months from the Deemed Date of Allotment for Option III, 36 months from the Deemed Date of
Allotment for Option IV, 39 months from the Deemed Date of Allotment for Option V, 60 months from the
Deemed Date of Allotment for Option VI, 48 months from the Deemed Date of Allotment for Options VII and 84
months from the Deemed Date of Allotment for Options VIII. There is no put or call option available to any
Investor.

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Application Size

Each application should be for a minimum of 10 NCDs and multiples of one NCD thereof. The minimum
application size for each application would be ₹10,000 (for all kinds of Series I, II, III, IV, V, VI, VII and VIII
NCDs either taken individually or collectively) and in multiples of ₹1,000 thereafter.

Applicants can apply for any or all series of NCDs offered hereunder provided the Applicant has applied for
minimum application size using the same Application Form.

Applicants are advised to ensure that application made by them do not exceed the investment limits or
maximum number of NCDs that can be held by them under applicable statutory and or regulatory
provisions.

Terms of Payment

The entire issue price of ₹1,000 per NCD is blocked in the ASBA Account on application itself. In case of
allotment of lesser number of NCDs than the number of NCDs applied for, our Company shall instruct the SCSBs
to unblock the excess amount blocked on application in accordance with the terms of this Prospectus.

Manner of Payment of Interest / Refund/ Redemption Amounts

The manner of payment of interest /refund/ redemption in connection with the NCDs is set out below:

For NCDs held in dematerialised form:

The bank details will be obtained from the Depositories for payment of Interest / redemption amount as the case
may be. Holders of the NCDs, are advised to keep their bank account details as appearing on the records of the
depository participant updated at all points of time. Please note that failure to do so could result in delays in credit
of Interest/ Redemption Amounts at the Applicant’s sole risk, and the Lead Manager, our Company or the
Registrar shall have no any responsibility and undertake no liability for the same.

The Registrar to the Issue will issue requisite instructions to the relevant SCSBs to un-block amounts in the ASBA
Accounts of the Applicants representing the amounts to unblocked for the Applicants.

For NCDs held in physical form on account of re-materialization:

In case of NCDs held in physical form, on account of rematerialisation, the bank details will be obtained from the
documents submitted to the Company along with the rematerialisation request. For further details, please see
“Terms of the Issue” on page 216.

The mode of payment of Interest/Redemption Amount shall be undertaken in the following order of preference:

1. Direct Credit/ NACH/ RTGS: Investors having their bank account details updated with the Depository shall
be eligible to receive payment of Interest / Redemption Amount, through:

(i) Direct Credit: Interest / Redemption Amount would be credited directly to the bank accounts of the Investors,
if held with the same bank as the Company.
(ii) NACH: National Automated Clearing House which is a consolidated system of ECS. Payment of Interest /
Redemption Amount would be done through NACH for Applicants having an account at one of the centres
specified by the RBI, where such facility has been made available. This would be subject to availability of
complete bank account details including Magnetic Ink Character Recognition (MICR) code wherever
applicable from the depository. The payment of Interest / Redemption Amount through NACH is mandatory
for Applicants having a bank account at any of the centres where NACH facility has been made available by
the RBI (subject to availability of all information for crediting the Interest / Redemption Amount through
NACH including the MICR code as appearing on a cheque leaf, from the depositories), except where
applicant is otherwise disclosed as eligible to get Interest / Redemption Amount through NEFT or Direct
Credit or RTGS.

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(iii) RTGS: Applicants having a bank account with a participating bank and whose Interest / Redemption Amount
exceeds ₹2 lakhs, or such amount as may be fixed by RBI from time to time, have the option to receive the
Interest / Redemption Amount through RTGS. Such eligible Applicants who indicate their preference to
receive Interest / Redemption Amount through RTGS are required to provide the IFSC code in the Application
Form or intimate our Company and the Registrars to the Issue at least 7 (seven) days before the Record Date.
Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant. In the
event the same is not provided, Interest / Redemption Amount shall be made through NECS subject to
availability of complete bank account details for the same as stated above.

(iv) NEFT: Payment of interest / redemption shall be undertaken through NEFT wherever the Applicants’ bank
has been assigned the Indian Financial System Code (“IFSC”), which can be linked t a Magnetic Ink
Character Recognition (“MICR”), if any, available to that particular bank branch. IFSC Code will be obtained
from the website of RBI as on a date immediately prior to the date of payment of the Interest / Redemption
Amounts, duly mapped with MICR numbers. Wherever the Applicants have registered their nine-digit MICR
number and their bank account number while opening and operating the de-mat account, the same will be
duly mapped with the IFSC Code of that particular bank branch and the payment of Interest / Redemption
Amount will be made to the Applicants through this method.

2. Registered Post/Speed Post: For all other NCD Holders, including those who have not updated their bank
particulars with the MICR code, the Interest Payment / Redemption Amount shall be paid by way of Interest/
Redemption warrants dispatched through Speed Post/ Registered Post only to Applicants that have provided
details of a registered address in India.

The bank details will be obtained from the Depositories for payment of Interest / refund / redemption amount as
the case may be. Applicants who are holding the NCDs in electronic form, are advised to immediately update
their bank account details as appearing on the records of the depository participant.

Please note that failure to do so could result in delays in credit of refunds to the Applicant at the Applicant’s sole
risk, and the Lead Manager, our Company nor the Registrar to the Issue shall have any responsibility and
undertake any liability for the same.

Please note that applicants are eligible to receive payments through the modes detailed in (1), (2) (3), and (4)
herein above provided they provide necessary information for the above modes and where such payment facilities
are allowed / available.

Please note that our Company shall not be responsible to the holder of NCDs, for any delay in receiving credit of
interest / refund / redemption so long as our Company has initiated the process of such request in time. In case of
ASBA Applicants, the Registrar to the Issue will issue requisite instructions to the relevant SCSBs to un-block
amounts in the ASBA Accounts of the Applicants representing the amounts to be refunded to the Applicants.

The Registrar to the Issue shall instruct the relevant SCSB or in case of Bids by Retail Individual Investors
applying through the UPI Mechanism to the Sponsor Bank, to revoke the mandate and to unblock the funds in the
relevant ASBA Account to the extent of the Application Amount specified in the Application Forms for
withdrawn, rejected or unsuccessful or partially successful Applications within six Working Days of the Issue
Closing Date.

Printing of Bank Particulars on Interest/ Redemption Warrants

As a matter of precaution against possible fraudulent encashment of Interest/ Redemption warrants due to loss or
misplacement, the particulars of the Applicant’s bank account are mandatorily required to be given for printing
on the orders/ warrants. In relation to NCDs held dematerialised form, these particulars would be taken directly
from the depositories. In case of NCDs held in physical form on account of rematerialisation, the investors are
advised to submit their bank account details with our Company / Registrar at least seven (seven) days prior to the
Record Date failing which the orders / warrants will be dispatched to the postal address of the holder of the NCD
as available in the records of our Company.

Bank account particulars will be printed on the warrants which can then be deposited only in the account specified.

Loan against NCDs

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Pursuant to RBI Circular dated June 27, 2013, our Company, being an NBFC, is not permitted to extend any loans
against the security of its NCDs.

Buy Back of NCDs

Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or
regulatory requirements, buyback of NCDs, upon such terms and conditions as may be decided by our Company.

Our Company may from time to time invite the NCD Holders to offer the NCDs held by them through one or
more buy-back schemes and/or letters of offer upon such terms and conditions as our Company may from time to
time determine, subject to applicable statutory and/or regulatory requirements. Such NCDs which are bought back
may be extinguished, re-issued and/or resold in the open market with a view of strengthening the liquidity of the
NCDs in the market, subject to applicable statutory and/or regulatory requirements.

Procedure for Redemption by NCD Holders

The procedure for redemption is set out below:

NCDs held in physical form on account of re-materialization:

No action would ordinarily be required on the part of the NCD Holder at the time of redemption and the
redemption proceeds would be paid to those NCD Holders whose names stand in the register of NCD Holders
maintained by us on the Record Date fixed for the purpose of Redemption. However, our Company may require
that the NCD certificate(s), duly discharged by the sole holder/all the joint-holders (signed on the reverse of the
NCD certificate(s)) be surrendered for redemption on maturity and should be sent by the NCD Holder(s) by
Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses
as may be notified by us from time to time. NCD Holder(s) may be requested to surrender the NCD certificate(s)
in the manner as stated above, not more than three months and not less than one month prior to the redemption
date so as to facilitate timely payment.

We may at our discretion redeem the NCDs without the requirement of surrendering of the NCD certificates by
the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to us
and the redemption proceeds would be paid to those NCD Holders whose names stand in the register of NCD
Holders maintained by us on the Record Date fixed for the purpose of redemption of NCDs. In such case, the
NCD certificates would be deemed to have been cancelled. Also see “Issue Procedure - Payment on Redemption”
on page 2372.

NCDs held in electronic form:

No action is required on the part of NCD Holder(s) at the time of redemption of NCDs.

Payment on Redemption

The manner of payment of redemption is set out below:

NCDs held in physical form on account of re-materialisation:

The payment on redemption of the NCDs will be made by way of cheque/pay order/ electronic modes. However,
if our Company so requires, the aforementioned payment would only be made on the surrender of NCD
certificate(s), duly discharged by the sole holder / all the joint-holders (signed on the reverse of the NCD
certificate(s). Dispatch of cheques/pay order, etc. in respect of such payment will be made on the Redemption
Date or (if so requested by our Company in this regard) within a period of 30 days from the date of receipt of the
duly discharged NCD certificate.

In case we decide to do so, the redemption proceeds in the manner stated above would be paid on the Redemption
Date to those NCD Holders whose names stand in the Register of NCD Holders maintained by us/Registrar to the
Issue on the Record Date fixed for the purpose of Redemption. Hence the transferees, if any, should ensure
lodgement of the transfer documents with us at least 7 (seven) days prior to the Record Date. In case the transfer
documents are not lodged with us at least 7 (seven) days prior to the Record Date and we dispatch the redemption

232
proceeds to the transferor, claims in respect of the redemption proceeds should be settled amongst the parties inter
se and no claim or action shall lie against us or the Registrar.

Our liability to holder(s) towards their rights including for payment or otherwise shall stand extinguished from
the date of redemption in all events and when we dispatch the redemption amounts to the NCD Holder(s).

Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption
of the NCD(s).

NCDs held in electronic form:

On the redemption date, redemption proceeds would be paid by cheque /pay order / electronic mode to those NCD
Holders whose names appear on the list of beneficial owners given by the Depositories to us. These names would
be as per the Depositories’ records on the Record Date fixed for the purpose of redemption. These NCDs will be
simultaneously extinguished to the extent of the amount redeemed through appropriate debit corporate action
upon redemption of the corresponding value of the NCDs. It may be noted that in the entire process mentioned
above, no action is required on the part of NCD Holders.

Our liability to NCD Holder(s) towards his/their rights including for payment or otherwise shall stand
extinguished from the date of redemption in all events and when we dispatch the redemption amounts to the NCD
Holder(s).

Further, we will not be liable to pay any interest, income or compensation of any kind from the date of redemption
of the NCD(s).

Right to reissue NCD(s)

Subject to the provisions of the Companies Act, 2013, where we have fully redeemed or repurchased any NCD(s),
we shall have and shall be deemed always to have had the right to keep such NCDs in effect without
extinguishment thereof, for the purpose of resale or reissue and in exercising such right, we shall have and be
deemed always to have had the power to resell or reissue such NCDs either by reselling or reissuing the same
NCDs or by issuing other NCDs in their place. The aforementioned right includes the right to reissue original
NCDs.

Sharing of information

We may, at our option, use on our own, as well as exchange, share or part with any financial or other information
about the NCD Holders available with us, with our subsidiaries, if any and affiliates and other banks, financial
institutions, credit bureaus, agencies, statutory bodies, as may be required and neither we or our affiliates nor their
agents shall be liable for use of the aforesaid information.

Notices

All notices to the NCD Holder(s) required to be given by us or the Debenture Trustee shall be published in one
English language newspaper having wide circulation and one regional language daily newspaper in Kerala and/or
will be sent by post/ courier or through email or other electronic media to the Registered Holders of the NCD(s)
from time to time.

Issue of duplicate NCD Certificate(s)

If any NCD certificate(s), issued pursuant to rematerialisation, if any, is/are mutilated or defaced or the cages for
recording transfers of NCDs are fully utilised, the same may be replaced by us against the surrender of such
certificate(s). Provided, where the NCD certificate(s) are mutilated or defaced, the same will be replaced as
aforesaid only if the certificate numbers and the distinctive numbers are legible.

If any NCD certificate is destroyed, stolen or lost then upon production of proof thereof to our satisfaction and
upon furnishing such indemnity/security and/or documents as we may deem adequate, duplicate NCD
certificate(s) shall be issued. Upon issuance of a duplicate NCD certificate, the original NCD certificate shall
stand cancelled.

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Future Borrowings

We will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also to issue
debentures/ NCDs/other securities in any manner having such ranking in priority, pari passu or otherwise, subject
to applicable consents, approvals or permissions that may be required under any statutory/regulatory/contractual
requirement, and change the capital structure including the issue of shares of any class, on such terms and
conditions as we may think appropriate, without the consent of, or intimation to, the NCD Holders or the
Debenture Trustee in this connection.

Impersonation

Attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below:

“Any person who:

a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

b) makes or abets making of multiple applications to a company in different names or in different

combinations of his name or surname for acquiring or subscribing for its securities; or

c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act 2013 for fraud involving an amount of at least
₹10 lakh or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years (provided that where the fraud involves public interest,
such term shall not be less than three years) and fine of an amount not less than the amount involved in the fraud,
extending up to three times of such amount. In case the fraud involves (i) an amount which is less than ₹10 lakh
or 1.00% of the turnover of the Company, whichever is lower; and (ii) does not involve public interest, then such
fraud is punishable with an imprisonment for a term extending up to five years or a fine of an amount extending
up to ₹50 lakh or with both.

Period of Subscription

In terms of the SEBI NCS Regulations, a public issue of debt securities shall be kept open for a minimum of three
working days and a maximum of ten working days. In the event of a revision in the price band or yield, the issuer
shall extend the bidding (issue) period disclosed in the offer document for a minimum period of three working
days, however, the overall bidding (issue) period shall not exceed ten working days. In the event of force majeure,
banking strike or similar circumstances, the issuer may, for reasons to be recorded in writing, extend the bidding
(issue) period disclosed in the offer document, however, the overall bidding (issue) period shall not exceed ten
working days.

Minimum Subscription

If our Company does not receive the minimum subscription of 75% of Base Issue Size i.e. ₹7,500.00 lakhs prior
to the Issue Closing Date and as prescribed under the Companies Act and SEBI regulations and any rules thereto,
the entire Application Amount blocked shall be unblocked in the relevant ASBA Account(s) of the Applicants
within six working days from the Issue Closing Date provided wherein, the Application Amount has been
transferred to the Public Issue Account from the respective ASBA Accounts, such Application Amount shall be
refunded from the Refund Account to the relevant ASBA Accounts(s) of the Applicants within six working days
from the Iss ue Closing Date, failing which the Company will become liable to refund the Application Amount
along with interest at the rate 15 (fifteen) percent per annum for the delayed period.

Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and
Allotment of Securities) Rules, 2014 if the stated minimum subscription amount is not received within the
specified period, the application money received is to be credited only to the bank account from which the
subscription was remitted. To the extent possible, where the required information for making such refunds is
available with our Company and/or Registrar, refunds will be made to the account prescribed. However, where

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our Company and/or Registrar does not have the necessary information for making such refunds, our Company
and/or Registrar will follow the guidelines prescribed by SEBI in this regard included in the SEBI Master Circular.

Utilisation of Issue Proceeds

a) All monies received out of the Issue shall be credited/ transferred to a separate bank account maintained with
a scheduled bank as referred to in section 40(3) of the Companies Act 2013;

b) Details of all monies utilised out of the Issue referred above shall be disclosed under an appropriate separate
head in our balance sheet indicating the purpose for which such monies have been utilised along with details,
if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating
investments, if any, of such unutilized proceeds of the Issue;

c) Details of all unutilised monies out of the Issue, if any, shall be disclosed under an appropriate separate head
in our balance sheet indicating the form in which such unutilised monies have been invested;

d) We shall utilize the Issue proceeds only upon allotment of the NCDs, execution of Debenture Trust cum
Hypothecation Deed, receipt of the listing and trading approval from the Stock Exchange;

e) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property; and

f) Details of all utilized and unutilized monies out of the monies collected in the previous issue made by way of
public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the
proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been
utilized and the securities or other forms of financial assets in which such unutilized monies have been
invested.

Payment of Interest

If Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
will be unblocked within the time prescribed under applicable law, failing which interest may be due to be paid
to the Applicants, for the delayed period, as prescribed in applicable law. Our Company shall not be liable to pay
any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected,
(b) applications which are withdrawn by the Applicant and/or (c) monies paid in excess of the amount of NCDs
applied for in the Application Form. For further details, see “Issue Procedure - Rejection of Applications”
beginning on page 259.

Listing

The NCDs offered through the Prospectus are proposed to be listed on the BSE. Our Company has obtained an
‘in-principle’ approval for the Issue from the BSE vide their letter dated July 15, 2024. For the purposes of the
Issue, BSE shall be the Designated Stock Exchange.

If permissions to deal in and for an official quotation of our NCDs are not granted by the Stock Exchange, our
Company will forthwith repay, without interest, all moneys received from the Applicants in pursuance of this
Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchange are taken within six Working Days from the Issue Closing Date.
For the avoidance of doubt, it is hereby clarified that in the event of non-subscription to any one or more of the
series, such series(s) of NCDs shall not be listed.

Guarantee/Letter of Comfort

This Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent.

Arrangers

No arrangers have been appointed for this Issue.

Monitoring & Reporting of Utilisation of Issue Proceeds

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There is no requirement for appointment of a monitoring agency in terms of the SEBI NCS Regulations. Our
Board shall monitor the utilisation of the proceeds of this Issue. Our Company will disclose in the Company’s
financial statements for the relevant financial year commencing from the financial year ended March 31, 2023,
the utilisation of the proceeds of the Issue under a separate head along with details, if any, in relation to all such
proceeds of this Issue that have not been utilised thereby also indicating investments, if any of such untilised
proceeds of this Issue.

Lien

Not Applicable

Lien on Pledge of NCDs

Subject to applicable laws, our Company, at its discretion, may note a lien on pledge of NCDs if such pledge of
NCDs is accepted by any bank or institution for any loan provided to the NCD Holder against pledge of such
NCDs as part of the funding.

Pre-Issue Advertisement

Subject to Regulation 30(1) of SEBI NCS Regulations, our Company will issue a statutory advertisement on or
before the Issue Opening Date. This advertisement will contain the information as prescribed in Schedule V of
SEBI NCS Regulations in compliance with Section 30 of Companies Act, 2013. Material updates, if any, between
the date of filing of the Draft Prospectus and the Prospectus with RoC and the date of release of the statutory
advertisement will be included in the statutory advertisement information as prescribed under SEBI NCS
Regulations.

Pre-closure

Our Company, in consultation with the Lead Manager reserves the right to close the Issue at any time prior to the
Issue Closing Date, subject to receipt of minimum subscription or as may be specified in the Prospectus. Our
Company shall allot NCDs with respect to the Applications received until the time of such pre-closure in
accordance with the Basis of Allotment as described herein and subject to applicable statutory and/or regulatory
requirements. In the event of such early closure of the Issue, our Company shall ensure that public notice of such
early closure is published on or before such early date of closure or the Issue Closing Date, as applicable, through
advertisement(s) in all those newspapers in which pre-issue advertisement has been given.

Recovery Expense Fund

Our Company will create a recovery expense fund in the manner as specified by SEBI in circular bearing reference
number SEBI/HO/DDHS-PoD3/P/CIR/2024/46 dated 16 May 2024 SEBI/HO/DDHS-PoD1/P/CIR/2023/109
titled “Master Circular for Debenture Trustees” dated March 31, 2023 and as updated on July 6, 2023, as amended
from time to time and Regulation 11 of SEBI NCS Regulations with the Designated Stock Exchange and will
inform the Debenture Trustee regarding the creation of such fund. The recovery expense fund may be utilised by
Debenture Trustee, in the event of default by our Company under the terms of the Debenture Trust cum
Hypothecation Deed for taking appropriate legal action to enforce the security.

Settlement Guarantee Fund

Our Company shall be creating a settlement guarantee fund in the manner as specified in the SEBI Master Circular.
This fund will be created to ensure upfront collection of charges from eligible issuers at the time of allotment of
debt securities.

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 ISSUE PROCEDURE

This section applies to all Applicants. Specific attention of all Applicants is invited to the SEBI Master Circular,
which provides, inter-alia, that for all public issues of debt securities all Applicants are mandatorily required to
apply for in the Issue through the ASBA process. ASBA Applicants and Applicants applying through the Direct
Online Application Mechanism (as defined hereinafter) should note that the ASBA process and the Direct Online
Application Mechanism involve application procedures that are different from the procedure applicable to all
other Applicants Please note that all Applicants are required to pay the full Application Amount or to ensure that
the ASBA Account has sufficient credit balance such that the entire Application Amount can be blocked by the
SCSB while making an Application. An amount equivalent to the full Application Amount will be blocked by the
SCSBs in the relevant ASBA Accounts maintained with the SCSB or under UPI mechanism (only for Retail
Individual Investors), as the case may be, in the bank account of the Applicants that is specified in the ASBA Form
at the time of the submission of the Application Form.

Applicants should note that they may submit their Applications to the Designated Intermediaries. Applicants
should note that they may submit their Applications to the Designated Intermediaries at the Designated CDP
Locations or the RTAs at the Designated RTA Locations or designated branches of SCSBs as mentioned on the
Application Form. Applicants are advised to make their independent investigations and ensure that their
Applications do not exceed the investment limits or maximum number of NCDs that can be held by them under
applicable law or as specified in this Prospectus.

Please note that this section has been prepared based on the SEBI Master Circular, as amended from time to time
and other related circulars including notifications issued by BSE, in relation to the UPI mechanism. Retail
Individual Investors should note that they may use the UPI mechanism to block funds for application value upto
UPI Application Limit (to participate in the public issue for an amount up to ₹5,00,000 for issue of debt securities
pursuant to SEBI Master Circular or any other investment limit, as applicable and prescribed by SEBI from time
to time) submitted through the app/web interface of the Stock Exchanges or through intermediaries (Syndicate
Members, Registered Stockbrokers, Registrar and Transfer agent and Depository Participants).

ASBA Applicants must ensure that their respective ASBA Accounts can be blocked by the SCSBs, in the relevant
ASBA accounts for the full Application Amount. Applicants should note that they may submit their Applications
to the Designated Intermediaries Locations or the RTAs at the Designated RTA Locations or designated branches
of SCSBs as mentioned on the Application Form.

Specific attention is drawn to the SEBI Master Circular that provides for allotment in public issues of debt
securities to be made on the basis of the date of upload of each application into the electronic book of the Stock
Exchanges, as opposed to the date and time of upload of each such application.
For further information, please see “Issue Procedure - Submission of Completed Application Forms” on page
254.

Applicants are advised to make their independent investigations and ensure that their Application do not exceed
the investment limits or maximum number of NCDs that can be held by them under applicable law or as specified
in this Prospectus.

Our Company and the Lead Manager do not accept any responsibility for the completeness and accuracy of the
information stated in this section and are not liable for any amendment, modification or change in the applicable
law which may occur after the date of this Prospectus. Investors are advised to make their independent
investigations and ensure that their Bids are submitted in accordance with applicable laws. The Company and
the Lead Manager are not liable for any adverse occurrences consequent to the UPI Mechanism for application
in the Issue.

PLEASE NOTE THAT ALL DESIGNATED INTERMEDIARIES WHO WISH TO COLLECT AND
UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM
PROVIDED BY THE STOCK EXCHANGESWILL NEED TO APPROACH THE STOCK
EXCHANGE(S) AND FOLLOW THE REQUISITE PROCEDURES AS MAY BE PRESCRIBED BY
THE STOCK EXCHANGES. THE FOLLOWING SECTION MAY CONSEQUENTLY UNDERGO
CHANGE BETWEEN THE DATES OF THE DRAFT PROSPECTUS / PROSPECTUS, THE ISSUE
OPENING DATE AND THE ISSUE CLOSING DATE.

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THE DESIGNATED INTERMEDIARIES (OTHER THAN TRADING MEMBERS), SCSBS AND OUR
COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMISSIONS ON
THE PART OF THE TRADING MEMBERS IN CONNECTION WITH THE RESPONSIBILITIES OF
SUCH TRADING MEMBERS INCLUDING BUT NOT LIMITED TO COLLECTION AND UPLOAD
OF APPLICATION FORMS IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM
PROVIDED BY THE STOCK EXCHANGE. FURTHER, THE STOCK EXCHANGE SHALL BE
RESPONSIBLE FOR ADDRESSING INVESTOR GRIEVANCES ARISING FROM APPLICATION
THROUGH TRADING MEMBERS REGISTERED WITH THE STOCK EXCHANGE.

For purposes of this Issue, the term “Working Day” shall mean all days excluding Sundays or a holiday of
commercial banks in Mumbai and/or Kottayam, except with reference to Issue Period, where Working Days shall
mean all days, excluding Saturdays, Sundays and public holiday in Mumbai. Furthermore, for the purpose of post
issue period, i.e. period beginning from the Issue Closure to listing of the NCDs on the Stock Exchange, Working
Day shall mean all trading days of the Stock Exchange, excluding Sundays and bank holidays in Mumbai, as per
the SEBI NCS Regulations.

Furthermore, for the purpose the time period between the bid/ issue closing date and the listing of the NCDs,
Working Days shall mean all trading days of the Stock Saturdays, Sundays and bank holidays as specified by
SEBI.

The information below is given for the benefit of the investors. Our Company and the Members of Syndicate are
not liable for any amendment or modification or changes in applicable laws or regulations, which may occur after
the date of the Prospectus.

PROCEDURE FOR APPLICATION

Availability of the Abridged Prospectus and Application Forms

The Abridged Prospectus containing the salient features of the Prospectus together with Application Form may
be obtained from:

a) Our Company’s Registered Office;

b) Offices of the Lead Manager/Syndicate Members;
c) the CRTA at the Designated RTA Locations;
d) the CDPs at the Designated CDP Locations;
e) Trading Members at the Broker Centres; and
f) Designated Branches of the SCSBs.

Electronic copies of the Prospectus along with the downloadable version of the Application Form will be available
on the websites of the Lead Manager, the Stock Exchange, SEBI and the SCSBs.

Electronic Application Forms may be available for download on the websites of the Stock Exchange and on the
websites of the SCSBs that permit submission of Application Forms electronically. A unique application number
(“UAN”) will be generated for every Application Form downloaded from the websites of the Stock Exchange.
Our Company may also provide Application Forms for being downloaded and filled at such websites as it may
deem fit. In addition, brokers having online demat account portals may also provide a facility of submitting the
Application Forms virtually online to their account holders.

Trading Members of the Stock Exchange can download Application Forms from the websites of the Stock
Exchange. Further, Application Forms will be provided to Trading Members of the Stock Exchange at their
request.

UPI Investors making an Application up to ₹5 lakhs, using the UPI Mechanism, must provide the UPI ID in the
relevant space provided in the Application Form. Application Forms that do not contain the UPI ID are liable to
be rejected. UPI Investors applying using the UPI Mechanism may also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of SEBI.

Who can apply?

The following categories of persons are eligible to apply in this Issue:

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Category I - Institutional Investors

• Public financial institutions, scheduled commercial banks, Indian multilateral and bilateral development
financial institution, which are authorised to invest in the NCDs;
• Provident Funds of minimum corpus of ₹2,500 lakhs, Superannuation Funds and Gratuity Fund, which are
authorised to invest in the NCDs;
• Venture Capital funds and/or Alternative Investment Funds registered with SEBI; subject to investment
conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012;
• Insurance Companies registered with the IRDA;
• State industrial development corporations;
• National Investment Fund (set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the
Government of India and published in the Gazette of India);
• Insurance funds set up and managed by the Indian army, navy or the air force of the Union of India or by the
Department of Posts, India;
• Mutual Funds registered with SEBI
• Systemically Important Non-Banking Financial Company registered with the RBI or Non-Banking Financial
Company registered with the RBI and having a total assets of ₹ 500 crore or more as per the last audited
financial statements.

Category II - Non-Institutional Investors

• Companies falling within the meaning of Section 2(20) of the Companies Act 2013;
• Statutory bodies/ corporate and societies registered under the applicable laws in India and authorised to invest
in the NCDs;
• Co-operative banks and regional rural banks;
• Public/private charitable/ religious trusts which are authorised to invest in the NCDs;
• Scientific and/or industrial research organisations, which are authorised to invest in the NCDs;
• Partnership firms in the name of the partners;
• Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership
Act, 2008 (No. 6 of 2009);
• Association of Persons; and
• Any other incorporated and/ or unincorporated body of persons.

Category III - High Net-worth Individual Investors (“HNIs”)

a) High Net-worth individuals which include Resident Indian individuals or Hindu Undivided Families through
the Karta applying for an amount aggregating to above ₹10 lakhs across all series of NCDs in Issue.

Category IV - Retail Individual Investors*

b) Resident Indian Individuals or Hindu Undivided Families through the Karta applying for an amount
aggregating up to and including ₹1,000,000 across all options of NCDs in this Issue and shall include retail
Individual Investors, who have submitted bid for an amount not more than ₹5,00,000 in any of the bidding
options in the Issue (including HUFs applying through their Karta and does not include NRIs) though UPI
Mechanism.

Please note that it is clarified that Persons Resident outside India shall not be entitled to participate in the Issue
and any applications from such persons are liable to be rejected.

For Applicants applying for NCDs, the Registrar shall verify the above on the basis of the records provided by
the Depositories based on the DP ID and Client ID and where applicable the UPI ID provided by the Applicants
in the Application Form and uploaded onto the electronic system of the Stock Exchange by the Members of the
Syndicate or the Trading Members, as the case may be.

Participation of any of the aforementioned categories of persons or entities is subject to the applicable
statutory and/or regulatory requirements in connection with the subscription to Indian securities by such
categories of persons or entities. Applicants are advised to ensure that Application made by them do not

239
exceed the investment limits or maximum number of NCDs that can be held by them under applicable
statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained the
necessary statutory and/or regulatory permissions/ consents/ approvals in connection with applying for,
subscribing to, or seeking Allotment of NCDs pursuant to this Issue.

The Lead Manager and its respective associates and affiliates are permitted to subscribe in the Issue.

Who are not eligible to apply for NCDs?

The following categories of persons, and entities, shall not be eligible to participate in this Issue and any
Application from such persons and entities are liable to be rejected:

a) Minors without a guardian name*(A guardian may apply on behalf of a minor. However, Application by
minors must be made through Application Forms that contain the names of both the minor Applicant and the
guardian);

b) Foreign nationals, NRI inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in
the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;

c) Persons resident outside India and other foreign entities;

d) Non-Resident Indians;

e) Foreign Institutional Investors;

f) Foreign Portfolio Investors;

g) Foreign Venture Capital Investors;

h) Qualified Foreign Investors;

i) Overseas Corporate Bodies; and

j) Persons ineligible to contract under applicable statutory/regulatory requirements.

*Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872

The Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based
on the DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic
system of the Stock Exchanges by the Designated Intermediaries.

Based on the information provided by the Depositories, our Company shall have the right to accept Application
Forms belonging to an account for the benefit of a minor (under guardianship). In case of such Application, the
Registrar to the Issue shall verify the above on the basis of the records provided by the Depositories based on the
DP ID and Client ID provided by the Applicants in the Application Form and uploaded onto the electronic system
of the Stock Exchange.

The concept of Overseas Corporate Bodies (meaning any company, partnership firm, society and other corporate
body or overseas trust irrevocably owned/held directly or indirectly to the extent of at least 60% by NRIs), which
was in existence until 2003, was withdrawn by the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly, OCBs are not permitted to invest in
this Issue.

Please see “Issue Procedure - Rejection of Applications” on page 259 for information on rejection of Applications.

Method of Application

Eligible investor desirous of applying in the Issue can make Applications through the ASBA mechanism only.

240
Further, the Application may also be submitted through the app or web interface developed by Stock Exchange
wherein the Application is automatically uploaded onto the Stock Exchange bidding platform and the amount is
blocked using the UPI mechanism, as applicable.

All Applicants shall mandatorily apply in the Issue through the ASBA process only. Applicants intending to
subscribe in the Issue shall submit a duly filled Application form to any of the Designated Intermediaries.
Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form (except Bid
cum Application Form from a Retail Individual Investor bidding using the UPI mechanism) to respective SCSB,
where the Bidder has a bank account and shall not submit it to the non-SCSB bank or any Escrow Bank. Applicants
should submit the Application Form only at the Bidding Centers, i.e. to the respective Syndicate Members at the
Specified Locations, the SCSBs at the Designated Branches, the Registered Broker at the Broker Centers, the
RTAs at the Designated RTA Locations or CDPs at the Designated CDP Locations. Kindly note that Application
Forms submitted by Applicants at the Specified Locations will not be accepted if the SCSB with which the ASBA
Account, as specified in the Application Form is maintained has not named at least one branch at that location for
the Designated Intermediaries for deposit of the Application Forms. A list of such branches is available at
https://www.sebi.gov.in.

Applicants are requested to note that in terms of the SEBI Master Circular, SEBI has mandated issuers to provide,
through a recognized stock exchange which offers such a facility, an online interface enabling direct application
by investors to a public issue of debt securities with an online payment facility (“Direct Online Application
Mechanism”). In this regard, SEBI has, through the SEBI Master Circular, directed recognized Stock Exchange
in India to put in necessary systems and infrastructure for the implementation of the SEBI Master Circular and
the Direct Online Application Mechanism infrastructure for the implementation of the SEBI Master Circular and
the Direct Online Application Mechanism. The Direct Online Application facility will be available for this Issue
as per mechanism provided in the SEBI Master Circular.

The relevant Designated Intermediaries, upon receipt of physical Application Forms from Applicants, shall upload
the details of these Application Forms to the online platform of the Stock Exchange and submit these Application
Forms (except a Bid cum Application Form from RIIs using the UPI Mechanism) with the SCSB with whom the
relevant ASBA Accounts are maintained.

For RIBs using UPI Mechanism, the Stock Exchange shall share the bid details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIBs for
blocking of funds. An Applicant shall submit the Application Form, in physical form, the Application Form shall
be stamped at the relevant Designated Branch of the SCSB. Application Forms in physical mode, which shall be
stamped, can also be submitted to be the Designated Intermediaries at the Specified Locations. The SCSB shall
block an amount in the ASBA Account equal to the Application Amount specified in the Application Form.

An Applicant shall submit the Application Form, which shall be stamped at the relevant Designated Branch of the
SCSB. Application Forms in physical mode, which shall be stamped, can also be submitted to be the Designated
Intermediaries at the Specified Locations. The SCSB shall block an amount in the ASBA Account equal to the
Application Amount specified in the Application Form. Further, the Application may also be submitted through
the app or web interface developed by Stock Exchanges wherein the Application is automatically uploaded onto
the Stock Exchanges bidding platform and the amount is blocked using the UPI mechanism, as applicable.

Designated Intermediaries (other than SCSBs) shall not accept any Application Form from a RIB who is not
applying using the UPI Mechanism. For RIBs using UPI Mechanism, the Stock Exchangesshall share the bid
details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate
UPI Mandate Request to RIBs for blocking of funds. An Applicant shall submit the Application Form, in physical
form, the Application Form shall be stamped at the relevant Designated Branch of the SCSB. Application Forms
in physical mode, which shall be stamped, can also be submitted to be the Designated Intermediaries at the
Specified Locations. The SCSB shall block an amount in the ASBA Account equal to the Application Amount
specified in the Application Form.

Our Company, our Directors, affiliates, associates and their respective directors and officers, Lead Manager and
the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions
etc. in relation to ASBA Applications accepted by the Designated Intermediaries, Applications uploaded by
SCSBs, Applications accepted but not uploaded by SCSBs or Applications accepted and uploaded without
blocking funds in the ASBA Accounts. It shall be presumed that for Applications uploaded by SCSBs, the

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Application Amount has been blocked in the relevant ASBA Account. Further, all grievances against Designated
Intermediaries in relation to this Issue should be made by Applicants directly to the relevant Stock Exchanges.

In terms of the SEBI Master Circular, an eligible investor desirous of applying in this Issue can make Applications
through the following modes:

1. Through Self-Certified Syndicate Bank (SCSB) or intermediaries (viz. Syndicate members, Registered
Stock Brokers, Registrar and Transfer agent and Depository Participants)

a. An investor may submit the bid-cum-application form, with ASBA as the sole mechanism for making
payment, physically at the branch of a SCSB, i.e., investor’s bank. For such applications, the existing
process of uploading of bid on the Stock Exchange bidding platform and blocking of funds in investors
account by the SCSB would continue.

b. An investor may submit the completed bid-cum-application form to intermediaries mentioned above
along with details of his/her bank account for blocking of funds. The intermediary shall upload the bid
on the Stock Exchange bidding platform and forward the application form to a branch of a SCSB for
blocking of funds.

c. An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned
above and use his / her bank account linked UPI ID for the purpose of blocking of funds, if the application
value is ₹5 lac or less. The intermediary shall upload the bid on the Stock Exchange bidding platform.
The application amount would be blocked through the UPI mechanism in this case.

2. Through Stock Exchange

a. An investor may submit the bid-cum-application form through the App or web interface developed by
Stock Exchange (or any other permitted methods) wherein the bid is automatically uploaded onto the
Stock Exchange bidding platform and the amount is blocked using the UPI Mechanism.

b. BSE extended their web-based platforms i.e. ‘BSEDirect’ to facilitate investors to apply in public issues
of debt securities through the web-based platform and mobile app with a facility to block funds through
Unified Payments Interface (UPI) mechanism for application value upto ₹ 5 Lac. To place bid through
‘BSEDirect’ platform/ mobile app the eligible investor is required to register himself/ herself with BSE
Direct.

c. An investor may use the following links to access the web-based interface developed by the Stock
Exchange to bid using the UPI Mechanism: BSE: https://www.bsedirect.com.

d. The BSE Direct mobile application can be downloaded from play store in android phones. Kindly search
for ‘BSEDirect’ on Google Playstore for downloading mobile applications.

e. For further details on the registration process and the submission of bids through the App or web
interface, the Stock Exchange have issued operational guidelines and circulars available at BSE:
https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-60,
and https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20201228-
61.

APPLICATIONS FOR ALLOTMENT OF NCDs

Details for Applications by certain categories of Applicants including documents to be submitted are summarized
below.

Applications by Mutual Funds

Pursuant to the SEBI circular SEBI/HO/IMD/IMD-PoD-1/P/CIR/2023/74 dated May 19, 2023 (“SEBI Mutual
Funds Master Circular”), mutual funds are required to ensure that the total exposure of debt schemes(excluding
investments in Bank CDs, triparty repo on Government securities or treasury bills, G-Secs, T-bills, short term
deposits of Scheduled Commercial Banks and AAA rated securities issued by Public Financial Institutions and
Public Sector Banks) of mutual funds in a particular sector shall not exceed 20% of the net assets value of the

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scheme. Further, the additional exposure limit provided for financial services sector (over and above the limit of
20%) not exceeding 10% of net assets value of scheme shall be allowed only by way of increase in exposure to
HFCs, which are rated AA and above and are registered with National Housing Bank. Further, an additional
exposure of 5% of the net assets of the scheme has been allowed for investments in securitized debt instruments
based on retail housing loan portfolio and/or affordable housing loan portfolio. However, the overall exposure in
HFCs shall not exceed the sector exposure limit of 20% of the net assets of the scheme.

A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and
such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of
a mutual fund shall clearly indicate the name of the concerned scheme for which Application is being made. An
Application Form by a mutual fund registered with SEBI for Allotment of the NCDs must also be accompanied
by certified true copies of,(i) its SEBI registration certificates (ii) the trust deed in respect of such mutual fund (ii)
a resolution authorising investment and containing operating instructions and (iii) specimen signatures of
authorized signatories. Failing this, our Company reserves the right to accept or reject any Application in
whole or in part, in either case, without assigning any reason therefor.

Application by Non-Banking Financial Companies – Middle Layer

Non- Banking Financial Company – Middle Layer, a non-banking financial company registered with the Reserve
Bank of India and having a net-worth of more than one thousand crore rupees as per the last audited financial
statements can apply in this Issue based on their own investment limits and approvals. The Application Form must
be accompanied by a certified copy of the certificate of registration issued by the RBI, a certified copy of its last
audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s). Failing
this, our Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reason therefor.

Application by Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks

Scheduled commercial anks, co-operative banks and regional rural banks can apply in this Issue based on their
own investment limits and approvals. The Application Form must be accompanied by certified true copies of
their) (i) a board resolution authorising investments; (ii) memorandum and articles of association/charter of
constitution; (iii) power of attorney and (iv) a letter of authorisation. Failing this, our Company reserves the right
to accept or reject any Application from a Mutual Fund for Allotment of the NCDs in whole or in part, in either
case, without assigning any reason thereof.

Pursuant to SEBI Master Circular, SCSBs making applications on their own account using ASBA facility, should
have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be
used solely for the purpose of making application in public issues and clear demarcated funds should be available
in such account for ASBA applications. .

Application by Insurance Companies

In case of Applications made by insurance companies registered with the Insurance Regulatory and Development
Authority of India (“IRDAI”), a certified copies of their (i)certificate registered with the IRDAI; (ii) memorandum
and articles of association/charter of constitution; (iii) power of attorney; (iv) resolution authorising
investments/containing operating instructions; and (v) specimen signatures of authorised signatories. Failing this,
our Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reason, therefore.

Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and
circulars issued by the IRDAI from time to time to time including the IRDAI Investment Regulations.

Application by Alternative Investment Funds

Applications made by 'alternative investment funds' eligible to invest in accordance with the SEBI AIF
Regulations for Allotment of the NCDs must be accompanied by certified true copies of (i)SEBI registration
certificate; (ii)a resolution authorising investment and containing operating instructions; and (iii)specimen
signatures of authorised persons. The alternative investment funds shall at all times comply with the requirements
applicable to it under the SEBI AIF Regulations and the relevant notifications issued by SEBI. Failing this, our

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Company reserves the right to accept or reject any Applications for Allotment of the NCDs in whole or in
part, in either case, without assigning any reason therefor.

Applications by Trusts

In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other
statutory and/or regulatory provision governing the settlement of trusts in India, must submit a (i) certified copy
of the registered instrument for creation of such trust, (ii) Power of Attorney, if any, in favour of one or more
trustees thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory
requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorized
under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in
debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be
required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications
made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under
applicable statutory and or regulatory provisions. Failing this, our Company reserves the right to accept or
reject any Applications in whole or in part, in either case, without assigning any reason therefor.

Applications by Public Financial Institutions or Statutory Corporations, which are authorised to invest in
the NCDs

The Application must be accompanied by certified true copies of: (i) any act/ rules under which they are
incorporated; (ii) board resolution authorising investments; and (iii) specimen signature of authorised person.
Failing this, our Company reserves the right to accept or reject any Applications in whole or in part, in either case,
without assigning any reason therefor.

Applications made by Indian scientific and/ or industrial research organizations, which are authorized to
invest in the NCDs

Applications by scientific and/ or industrial research organisations which are authorised to invest in the NCDs
must be accompanied by certified true copies of: (i) any Act/rules under which such Applicant is incorporated;
(ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen signature
of authorized persons of Applicant. Failing this, our reserves the right to any Applications for Allotment of
the NCDs in whole or in part, in either case, without assigning any reason therefor.

Applications by Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are
authorized to invest in the NCDs

The Application must be accompanied by certified true copies of (i) any Act/rules under which they are
incorporated; (ii) a power of attorney, if any, in favour of one or more trustees thereof, (ii) a board resolution
authorising investments; (iii) such other documents evidencing under applicable statutory/regulatory
requirements; (iv) specimen signature of authorized person; (v) a certified copy of the registered instrument for
creation such fund/trust; and (vi) any tax exemption certificate issued by the Income Tax authorities.; Failing this,
our Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reason therefor.

Applications by National Investment Fund

The application must be accompanied by certified true copies of: (i) resolution authorising investment and
containing operating instructions; and (ii) specimen signature of authorized person. Failing this, our Company
reserves the right to accept or reject any Application in whole or in part, in either case, without assigning
any reason therefor.

Application under a power of attorney by limited companies, corporate bodies and societies registered
under the applicable laws in India.

In case of Applications made pursuant to a power of attorney by Applicants from Category I and Category II, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along
with the Application Form .Failing this, our Company reserves the right to accept or reject any Applications for
Allotment of the NCDs in whole or in part, in either case, without assigning any reason thereof. In case of

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Applications made pursuant to power of attorney by Applicants who are HNI Investors or Retail Individual
Investors, a certified copy of the power of attorney must be lodged along with the Application Form. In case of
physical ASBA Applications made pursuant power of attorney, a copy of the power of attorney must be lodged
along with the Application Form.. Failing this, our Company reserves the right to accept or reject any Applications
in whole or in part, in either case, without assigning any reason therefor.

Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of
attorney along with the Application Forms subject to such terms and conditions that our Company and the Lead
Manager may deem fit.

Brokers having online demat account portals may also provide a facility of submitting the Application Forms
online to their account holders. Under this facility, a broker receives an online instruction through its portal from
the Applicant for making an Application on his or her behalf. Based on such instruction, and a power of attorney
granted by the Applicant to authorise the broker, the broker makes an Application on behalf of the Applicant.

Applications by Partnership firms formed under applicable Indian laws in the name of the partners and
Limited Liability Partnerships formed and registered under the provisions of the Limited Liability
Partnership Act, 2008

Applications made by partnership firms and limited liability partnerships formed and registered under the Limited
Liability Partnership Act, 2008 must be accompanied by certified true copies of: (i)the partnership deed for such
Applicants; (ii)any documents evidencing registration of such Applicant thereof under applicable
statutory/regulatory requirements; (iii)a resolution authorizing the investment and containing operating
instructions; and (iv) specimen signature of authorized persons of such Applicant.. Failing this, our Company
reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any
reason therefor.

Applications by associations of persons and/or bodies established pursuant to or registered under any
central or state statutory enactment.

In case of Applications made by Applications by associations of persons and/or bodies established pursuant to or
registered under any central or state statutory enactment, must submit a (i) certified copy of the certificate of
registration or proof of constitution, as applicable, (ii) power of attorney, if any, in favour of one or more persons
thereof, (iii) such other documents evidencing registration thereof under applicable statutory/regulatory
requirements. Further, any trusts applying for NCDs pursuant to this Issue must ensure that (a) they are authorized
under applicable statutory/regulatory requirements and their constitution instrument to hold and invest in
debentures, (b) they have obtained all necessary approvals, consents or other authorisations, which may be
required under applicable statutory and/or regulatory requirements to invest in debentures, and (c) Applications
made by them do not exceed the investment limits or maximum number of NCDs that can be held by them under
applicable statutory and/or regulatory provisions. Failing this, our Company reserves the right to accept or reject
any Applications for Allotment of the NCDs in whole or in part, in either case, without assigning any reason
therefor.

For each of the above applicant categories if the Application is not made in the form and along with the
requirements set out above, the Company reserves the right to accept or reject any Applications in whole or in
part, in either case, without assigning any reason therefor.

APPLICATIONS FOR ALLOTMENT OF NCDs IN THE DEMATERIALISED FORM

This section is for the information of the Applicants proposing to subscribe to the Issue. The Lead Manager and
our Company are not liable for any amendments or modifications or changes in applicable laws or regulations,
which may occur after the date of the Prospectus. Investors are advised to make their independent investigations
and to ensure that the Application Form is correctly filled up.

Our Company, our directors, affiliates, associates and their respective directors and officers, the Lead Manager
and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and
commissions etc. in relation to Applications (including Applications under the UPI Mechanism) accepted by
and/or uploaded by and/or accepted but not uploaded by Trading Members, Registered Brokers, CDPs, RTAs and
SCSBs who are authorised to collect Application Forms from the Applicants in the Issue, or Applications accepted
and uploaded without blocking funds in the ASBA Accounts by SCSBs. It shall be presumed that for Applications

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uploaded by SCSBs. The Application Amount payable on Application has been blocked in the relevant ASBA
Account.

The list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive
Application Forms from the Members of the Syndicate is available on the website of SEBI
(https://www.sebi.gov.in) and updated from time to time or any such other website as may be prescribed by SEBI
from time to time. For more information on such branches collecting Application Forms from the Syndicate at
Specified Locations, see the website of the SEBI https://www.sebi.gov.in as updated from time to time or any
such other website as may be prescribed by SEBI from time to time. The list of Registered Brokers at the Broker
Centers, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA Locations, respective lists
of which, including details such as address and telephone number, are available at the websites of the Stock
Exchange at www.bseindia.com. The list of branches of the SCSBs at the Broker Centers, named by the respective
SCSBs to receive deposits of the Application Forms from the Registered Brokers will be available on the website
of the SEBI (www.sebi.gov.in) and updated from time to time.

Submission of Applications

Applications can be submitted through either of the following modes:

a) Physically or electronically to the Designated Branches of the SCSB(s) with whom an Applicant’s ASBA
Account is maintained. In case of Application in physical mode, the Applicant shall submit the Application
Form at the relevant Designated Branch of the SCSB(s). The Designated Branch shall verify if sufficient
funds equal to the Application Amount are available in the ASBA Account and shall also verify that the
signature on the Application Form matches with the Investor’s bank records, as mentioned in the Application
Form, prior to uploading such Application into the electronic system of the Stock Exchange. If sufficient
funds are not available in the ASBA Account, the respective Designated Branch shall reject such
Application and shall not upload such Application in the electronic system of the Stock Exchange. If
sufficient funds are available in the ASBA Account, the Designated Branch shall block an amount equivalent
to the Application Amount and upload details of the Application in the electronic system of the Stock
Exchange. The Designated Branch of the SCSBs shall stamp the Application Form and issue an
acknowledgement as proof of having accepted the Application.

In case of Application being made in the electronic mode, the Applicant shall submit the Application either
through the internet banking facility available with the SCSB, or such other electronically enabled mechanism
for application and blocking funds in the ASBA Account held with SCSB, and accordingly registering such
Application.

b) Physically through the Designated Intermediaries at the respective Collection Centres. Kindly note that above
Applications submitted to any of the Designated Intermediaries will not be accepted if the SCSB where the
ASBA Account is maintained, as specified in- the Application Form, has not named at least one branch at
that Collection Center where the Application Form is submitted (a list of such branches is available at
https://www.sebi.gov.in/sebiweb).

c) An UPI Investor making an Application in the Issue under the UPI Mechanism, where the Application
Amount is upto ₹5 lakhs, can submit his Application Form physically to a SCSB or a Designated
Intermediary. The Designated Intermediary shall upload the application details along with the UPI ID on the
Stock Exchange’s bidding platform using appropriate protocols. Kindly note that in this case, the Application
Amount will be blocked through the UPI Mechanism.

d) An UPI Investor may also submit the Application Form for the Issue through BSE Direct, wherein the
Application will be automatically uploaded onto the Stock Exchange’s bidding platform and an amount
equivalent to the Application Amount shall be blocked using the UPI Mechanism.

Upon receipt of the Application Form by the Designated Intermediaries, an acknowledgement shall be issued by
the relevant Designated Intermediary, giving the counter foil of the Application Form to the Applicant as proof of
having accepted the Application. Thereafter, the details of the Application shall be uploaded in the electronic
system of the Stock Exchange. Post which:

for Applications other than under the UPI Mechanism - the Application Form shall be forwarded to the relevant
branch of the SCSB, in the relevant Collection Center, named by such SCSB to accept such Applications from

246
the Designated Intermediaries (a list of such branches is available at https://www.sebi.gov.in). Upon receipt of the
Application Form, the relevant branch of the SCSB shall perform verification procedures including verification
of the Applicant’s signature with his bank records and check if sufficient funds equal to the Application Amount
are available in the ASBA Account, as mentioned in the Application Form. If sufficient funds are not available in
the ASBA Account, the relevant Application Form is liable to be rejected. If sufficient funds are available in the
ASBA Account, the relevant branch of the SCSB shall block an amount equivalent to the Application Amount
mentioned in the Application Form.

for Applications under the UPI Mechanism – once the Application details have been entered in the bidding
platform through Designated Intermediaries or BSE Direct, the Stock Exchange shall undertake validation of the
PAN and Demat account combination details of the Applicant with the Depository. The Depository shall validate
the PAN and Demat account details and send response to the Stock Exchange which would be shared by the Stock
Exchange with the relevant Designated Intermediary through its platform, for corrections, if any. Post uploading
of the Application details on the Stock Exchange’s platform, the Stock Exchange shall send an SMS to the
Applicant regarding submission of the Application. Post undertaking validation with the Depository, the Stock
Exchange shall, on a continuous basis, electronically share the bid details along with the Applicants UPI ID, with
the Sponsor Bank appointed by our Company. The Sponsor Bank shall then initiate a UPI Mandate Request on
the Applicant. The request raised by the Sponsor Bank, would be electronically received by the Applicant as an
SMS or on the mobile app, associated with the UPI ID linked bank account. The Applicant shall then be required
to authorise the UPI Mandate Request. Upon successful validation of block request by the Applicant, the
information would be electronically received by the Applicants’ bank, where the funds, equivalent to Application
Amount, would get blocked in the Applicant’s ASBA Account. The status of block request would also be shared
with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would
also be displayed on the Stock Exchange platform for information of the Designated Intermediary.

The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and
consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until
withdrawal/failure of this Issue or until withdrawal/ rejection of the Application Form, as the case may be.

Applicants must note that:

a) Application Forms will be available with the Designated Branches of the SCSBs and with the Designated
Intermediaries at the respective Collection Centers; and electronic Application Forms will be available on the
websites of the SCSBs and the Stock Exchange at least one day prior to the Issue Opening Date. Physical
Application Forms will also be provided to the Trading Members of the Stock Exchange at their request. The
Application Forms would be serially numbered. Further, the SCSBs will ensure that the Prospectus is made
available on their websites. The physical Application Form submitted to the Designated Intermediaries shall
bear the stamp of the relevant Designated Intermediary. In the event the Application Form does not bear any
stamp, the same shall be liable to be rejected.

b) The Designated Branches of the SCSBs shall accept Application Forms directly from Applicants only during
the Issue Period. The SCSBs shall not accept any Application Forms directly from Applicants after the closing
time of acceptance of Applications on the Issue Closing Date. However, the relevant branches of the SCSBs
at Specified Locations can accept Application Forms from the Designated Intermediaries, after the closing
time of acceptance of Applications on the Issue Closing Date, if the Applications have been uploaded. For
further information on the Issue programme, please see “General Information – Issue Programme” on page
40. Physical Application Forms directly submitted to SCSBs should bear the stamp of SCSBs, if not,
the same are liable to be rejected.

c) In case of Applications through Syndicate ASBA, the physical Application Form shall bear the stamp of the
Lead Manager or Consortium Members or Trading Members of the Stock Exchanges, as the case maybe, if
not, the same shall be rejected. Application Forms directly submitted to SCSBs should bear the stamp of
SCSBs, if not, the same are liable to be rejected. Physical Application Forms directly submitted to SCSBs
should bear the stamp of SCSBs, if not, the same are liable to be rejected.

Please note that ASBA Applicants can make an Application for Allotment of NCDs in the dematerialised
form only.

Submission of Direct Online Applications

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Please note that clarifications and/or confirmations regarding the implementation of the requisite infrastructure
and facilities in relation to direct online applications and online payment facility have been sought from the Stock
Exchange.

In the event the Direct Online Application facility is implemented by the Stock Exchange, relevant “know your
customer” details of such Applicants will be validated online from the Depositories, on the basis of the DP ID and
Client ID provided by them in the Application Form. On successful submission of a Direct Online Application,
the Applicant will receive a system-generated unique application number (“UAN”) and an SMS or an e-mail
confirmation on credit of the requisite Application Amount paid through the online payment facility with the
Direct Online Application. On Allotment, the Registrar to the Issue shall credit NCDs to the beneficiary account
of the Applicant and in case of refund, the refund amount shall be credited directly to the Applicant’s bank account.
Applicants applying through the Direct Online Application facility must preserve their UAN and quote their UAN
in: (a) any cancellation/withdrawal of their Application; (b) in queries in connection with Allotment of NCDs
and/or refund(s); and/or (c) in all investor grievances/complaints in connection with the Issue.

INSTRUCTIONS FOR FILLING-UP THE APPLICATION FORM

General Instructions

A. General instructions for completing the Application Form

• Applications must be made in prescribed Application Form only;

• All Applicants need to tick the Series of NCDs in the Application Form that they wish to apply for.
Applications for all the Series of the NCDs may be made in a single Application Form only.

• Application Forms must be completed in BLOCK LETTERS IN ENGLISH, as per the instructions
contained in the Prospectus and the Application Form.

• If the Application is submitted in joint names, the Application Form should contain only the name of the
first Applicant whose name should also appear as the first holder of the depository account held in joint
names.
• It shall be mandatory for subscribers to the Issue to furnish their PAN and any Application Form, without
the PAN is liable to be rejected, irrespective of the amount of transaction.

• Applications should be in single or joint names and not exceeding three names, and in the same order as
their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in
dematerialised form) and Applications should be made by Karta in case the Applicant is an HUF. The
Applicant is required to specify the name of an Applicant in the Application Form as ‘XYZ Hindu
Undivided Family applying through PQR’, where PQR is the name of the Karta. Please ensure that such
Applications contain the PAN of the HUF and not of the Karta.

• Applicants must provide details of valid and active DP ID, Client ID, PAN clearly and without error. On
the basis of such Applicant’s active DP ID, Client ID, PAN provided in the Application Form, and as
entered into the electronic Application system of the Stock Exchange by SCSBs, the Designated
Intermediaries, the Registrar will obtain from the Depository the Demographic Details. Invalid accounts,
suspended accounts or where such account is classified as invalid or suspended may not be considered
for Allotment of the NCDs.

• Applications must be for a minimum of 10 NCDs and in multiples of one NCD thereafter. For the purpose
of fulfilling the requirement of minimum application size of 10 NCDs, an Applicant may choose to apply
for 10 NCDs of the same series or across different series.

• If the ASBA Account holder is different from the Applicant, the Application Form should be signed by
the ASBA Account holder also, in accordance with the instructions provided in the Application Form.

• If the depository account is held in joint names, the Application Form should contain the name and PAN
of the person whose name appears first in the depository account and signature of only this person would
be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint
holders and would be required to give confirmation to this effect in the Application Form.

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 • Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any other languages
specified in the 8th Schedule of the Constitution needs to be attested by a Magistrate or Notary Public or
a Special Executive Magistrate under his/her seal;

• All Applicants are required to ensure that the Application Forms are submitted at the Designated
Branches of SCSBs or the Collection Centres provided in the Application Forms, bearing the stamp of
the relevant Designated Intermediary/Designated Branch of the SCSB;

• The Designated Intermediaries or the Designated Branches of the SCSBs, as the case may be, will
acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the
acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form
for the records of the Applicant.

• Applicants must ensure that the requisite documents are attached to the Application Form prior to
submission and receipt of acknowledgement from the relevant Designated Intermediaries or the
Designated Branch of the SCSBs, as the case may be.
• All Applicants are required to check if they are eligible to apply as per the terms of this Prospectus and
applicable law, rules, regulations, guidelines, and approvals;

• All Applicants are required to tick the relevant column of “Category of Investor” in the Application
Form;

• All Applicants should correctly mention the ASBA Account number (including bank account number/
bank name and branch) and ensure that funds equal to the Application Amount are available in the ASBA
Account before submitting the Application Form to the Designated Branch and also ensure that the
signature in the Application Form matches with the signature in Applicant’s bank records, otherwise the
Application is liable to be rejected;

• A system generated acknowledgement (TRS) will be given to the Applicant as a proof of the registration
of each Application. It is the Applicant’s responsibility to obtain the acknowledgement from the
Designated Intermediaries and the Designated Branches of the SCSBs, as the case may be; and

• In case of any revision of Application in connection with any of the fields which are not allowed to be
modified on the electronic application platform of the Stock Exchanges as per the procedures and
requirements prescribed by each relevant Stock Exchange, the Applicants should ensure that they have
first withdrawn their original Application and submit a fresh Application.

The series, mode of allotment, PAN, demat account no. etc. should be captured by the relevant Designated
Intermediaries in the data entries as such data entries will be considered for allotment.

Applicants should note that neither the Designated Intermediaries nor the SCSBs, as the case may be, will
be liable for error in data entry due to incomplete or illegible Application Forms.

B. Applicant’s Beneficiary Account Details

Applicants must mention their DP ID, Client ID and UPI ID (wherever applicable) in the Application Form and
ensure that the name provided in the Application Form is exactly the same as the name in which the Beneficiary
Account is held. In case the Application Form is submitted in the first Applicant’s name, it should be ensured that
the Beneficiary Account is held in the same joint names and in the same sequence in which they appear in the
Application Form. In case the DP ID, Client ID, PAN and UPI ID (wherever applicable) mentioned in the
Application Form and entered into the electronic system of the Stock Exchange do not match with the DP ID,
Client ID, PAN and UPI ID (wherever applicable) available in the Depository database or in case PAN is not
available in the Depository database, the Application Form is liable to be rejected. Further, Application Forms
submitted by Applicants whose beneficiary accounts are inactive, will be rejected.

On the basis of the Demographic Details as appearing on the records of the DP, the Registrar to the Issue will take
steps towards demat credit of NCDs. Hence, Applicants are advised to immediately update their Demographic
Details as appearing on the records of the DP and ensure that they are true and correct, and carefully fill in their
Beneficiary Account details in the Application Form. Failure to do so could result in delays in demat credit and

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neither our Company, Designated Intermediaries, SCSBs, Registrar to the Issue nor the Stock Exchange will bear
any responsibility or liability for the same.

In case of Applications made under power of attorney, our Company in its absolute discretion, reserves the right
to permit the holder of Power of Attorney to request the Registrar that for the purpose of printing particulars on
the Allotment Advice, the demographic details obtained from the Depository of the Applicant shall be used.

By signing the Application Form, the Applicant would have deemed to have authorized the Depositories to
provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
The Demographic Details given by Applicant in the Application Form would not be used for any other purpose
by the Registrar to the Issue except in relation to this Issue. Allotment Advice would be mailed by speed post or
registered post at the address of the Applicants as per the demographic details received from the Depositories.
Applicants may note that delivery of Allotment Advice may get delayed if the same once sent to the address
obtained from the Depositories are returned undelivered. Further, please note that any such delay shall be at such
Applicants’ sole risk and neither our Company, Registrar to the Issue, Public Issue Account Bank and Sponsor
Bank, nor the Lead Manager shall be liable to compensate the Applicant for any losses caused to the Applicants
due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as
detailed in the Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant
are incorrect.

With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been
verified shall be suspended for credit and no credit of NCDs pursuant to this Issue will be made into the accounts
of such Applicants. Application Forms submitted by Applicants whose beneficiary accounts are inactive
shall be rejected. Furthermore, in case no corresponding record is available with the Depositories, which
matches the three parameters, namely, DP ID, Client ID, PAN and UPI ID (wherever applicable), then such
Application are liable to be rejected.

C. Permanent Account Number (PAN)

The Applicant should mention his or her Permanent Account Number (PAN) allotted under the IT Act. For minor
Applicants, applying through the guardian, it is mandatory to mention the PAN of the minor Applicant. In
accordance with Circular No. MRD/DOP/Cir-05/2007 dated April 27, 2007 issued by SEBI, the PAN would be
the sole identification number for the participants transacting in the securities market, irrespective of the amount
of transaction. Any Application Form, without the PAN is liable to be rejected, irrespective of the amount
of transaction. It is to be specifically noted that the Applicants should not submit the GIR number instead
of the PAN as the Application is liable to be rejected on this ground.

D. Joint Applications

Applications may be made in single or joint names (not exceeding three). In the case of joint Applications all
interest / redemption amount payments will be made out in favour of the first Applicant. All communications will
be addressed to the first named Applicant whose name appears in the Application Form and at the address
mentioned therein. If the depository account is held in joint names, the Application Form should contain the name
and PAN of the person whose name appears first in the depository account and signature of only this person would
be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders
and would be required to give confirmation to this effect in the Application Form.

E. Additional/ Multiple Applications

An Applicant is allowed to make one or more Applications for the NCDs for the same or other series of NCDs,
subject to a minimum application size as specified in this Prospectus and in multiples thereafter as specified in
this Prospectus. Any Application for an amount below the aforesaid minimum application size will be
deemed as an invalid application and shall be rejected. However, multiple Applications by the same individual
Applicant aggregating to a value exceeding ₹10 lakhs shall be deemed such individual Applicant to be an HNI
Applicant and all such Applications shall be grouped in the HNI Portion, for the purpose of determining the basis
of allotment to such Applicant. However, any Application made by any person in his individual capacity and an
Application made by such person in his capacity as a Karta of a Hindu Undivided family and/or as Applicant
(second or third Applicant), shall not be deemed to be a multiple Application. For the purposes of allotment of
NCDs under this Issue, Applications shall be grouped based on the PAN, i.e. Applications under the same PAN
shall be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple

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Applications if the sole or first Applicant is one and the same. For the sake of clarity, two or more applications
shall be deemed to be a multiple Application for the aforesaid purpose if the PAN number of the sole or the first
Applicant is one and the same.

Do’s and Don’ts

Applicants are advised to take note of the following while filling and submitting the Application Form:

Do’s

1. Check if you are eligible to apply as per the terms of the Prospectus and applicable law, rules, regulations,
guidelines and approvals;

2. Read all the instructions carefully and complete the Application Form in the prescribed form.

3. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities
to apply for, subscribe to and/or seek Allotment of NCDs pursuant to this Issue.

4. Ensure that the DP ID, the Client ID and the PAN mentioned in the Application Form, which shall be entered
into the electronic system of the Stock Exchange are correct and match with the DP ID, Client ID, PAN
available in the Depository database. Ensure that the DP ID, Client ID, PAN and UPI ID (wherever
applicable) are correct and the depository account is active as Allotment of the Equity Shares will be in
dematerialized form only. The requirement for providing Depository Participant details is mandatory for all
Applicants.

5. Ensure that you have mentioned the correct ASBA Account number in the Application Form (for all
Applicants other than UPI Investors applying using the UPI Mechanism) in the Application Form. Further,
UPI Investors using the UPI Mechanism must also mention their UPI ID.

6. UPI Investors applying using the UPI Mechanism shall ensure that the bank, with which they have their bank
account, where the funds equivalent to the application amount are available for blocking, is certified by NPCI
before submitting the ASBA Form to any of the Designated Intermediaries.

7. UPI Investors applying using the UPI Mechanism through the SCSBs and mobile applications shall ensure
that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI
website. UPI Investors shall ensure that the name of the app and the UPI handle which is used for making the
application appears on the list displayed on the SEBI website. An application made using incorrect UPI handle
or using a bank account of an SCSB or bank which is not mentioned on the SEBI website is liable to be
rejected.

8. Ensure that the Application Form is signed by the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) in case the Applicant is not the ASBA account holder. Applicants (except UPI
Investors making an Application using the UPI Mechanism) should ensure that they have an account with an
SCSB and have mentioned the correct bank account number of that SCSB in the Application Form. UPI
Investors applying using the UPI Mechanism should ensure that they have mentioned the correct UPI-linked
bank account number and their correct UPI ID in the Application Form.

9. Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting the
Application Form to the respective Designated Branch of the SCSB, or to the Designated Intermediaries, as
the case may be.

10. UPI Investors making an Application using the UPI Mechanism, should ensure that they approve the UPI
Mandate Request generated by the Sponsor Bank to authorise blocking of funds equivalent to Application
Amount and subsequent debit of funds in case of Allotment, in a timely manner.

11. UPI Investors making an Application using the UPI Mechanism shall ensure that details of the Application
are reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to
authorise the UPI Mandate Request using their UPI PIN. Upon the authorization of the mandate using their
UPI PIN, the UPI Investor may be deemed to have verified the attachment containing the application details
of the UPI Investor making and Application using the UPI Mechanism in the UPI Mandate Request and have

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 agreed to block the entire Application Amount and authorized the Sponsor Bank to issue a request to block
the Application Amount mentioned in the ASBA Form in their ASBA Account.

12. UPI Investors making an Application using the UPI Mechanism should mention valid UPI ID of only the
Applicants (in case of single account) and of the first Applicant (in case of joint account) in the ASBA Form.

13. UPI Investors making an Application using the UPI Mechanism, who have revised their Application
subsequent to making the initial Application, should also approve the revised UPI Mandate Request generated
by the Sponsor Bank to authorise blocking of funds equivalent to the revised Application Amount in their
account and in case of Allotment in a timely manner.

14. Ensure that the Application Forms are submitted at the Designated Branches of SCSBs or the Collection
Centres provided in the Application Forms, bearing the stamp of the relevant Designated
Intermediary/Designated Branch of the SCSB.

15. Before submitting the Application Form with the Designated Intermediaries ensure that the SCSB, whose
name has been filled in the Application Form, has named a branch in that relevant Collection Centre.

16. Ensure that you have been given an acknowledgement as proof of having accepted the Application Form.

17. Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India
is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

18. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant
in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where PQR is the name
of the Karta. However, the PAN number of the HUF should be mentioned in the Application Form and not
that of the Karta.

19. Ensure that the Applications are submitted to the Designated Intermediaries or Designated Branches of the
SCSBs, as the case may be, before the closure of application hours on the Issue Closing Date. For further
information on the Issue programme, please see “General Information – Issue Programme” on page 40.

20. Permanent Account Number: Each of the Applicants should provide their PAN. Application Forms in which
the PAN is not provided will be rejected.

21. Ensure that if the depository account is held in joint names, the Application Form should contain the name
and PAN of the person whose name appears first in the depository account and signature of only this person
would be required in the Application Form. This Applicant would be deemed to have signed on behalf of
joint holders and would be required to give confirmation to this effect in the Application Form.

22. All Applicants should choose the relevant option in the column “Category of Investor” in the Application
Form.

23. Choose and mark the series of NCDs in the Application Form that you wish to apply for.

24. In terms of SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on
their own account using ASBA facility, should have a separate account in their own name with any other
SEBI registered SCSB. Further, such account shall be used solely for the purpose of making application in
public issues and clear demarcated funds should be available in such account for Applications.

Don’ts:

1. Do not apply for lower than the minimum application size.

2. Do not pay the Application Amount in cash, by cheque, by money order or by postal order or by stock invest.

3. Do not send Application Forms by post. Instead submit the same to the Designated Intermediaries or
Designated Branches of the SCSBs, as the case may be.

4. Do not submit the Application Form to any non-SCSB bank or our Company.

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5. Do not apply through an Application Form that does not have the stamp of the relevant Designated
Intermediary or the Designated Branch of the SCSB, as the case may be.

6. Do not fill up the Application Form such that the NCDs applied for exceeds the Issue size and/or investment
limit or maximum number of NCDs that can be held under the applicable laws or regulations or maximum
amount permissible under the applicable regulations.

7. Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground.

8. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (wherever applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Issue.

9. Do not submit the Application Form without ensuring that funds equivalent to the entire Application Amount
are available for blocking in the relevant ASBA Account or in the case of UPI Investors making and
Application using the UPI Mechanism, in the UPI-linked bank account where funds for making the
Application are available;

10. Do not submit Applications on plain paper or on incomplete or illegible Application Forms.

11. Do not apply if you are not competent to contract under the Indian Contract Act, 1872.

12. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your
relevant constitutional documents or otherwise.

13. Do not submit Applications to a Designated Intermediary at a location other than Collection Centers;

14. Do not submit an Application that does not comply with the securities law of your respective jurisdiction.

15. Do not apply if you are a person ineligible to apply for NCDs under this Issue including Applications by
Persons Resident Outside India, NRI (inter-alia including NRIs who are (i) based in the USA, and/or, (ii)
domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of
the USA).

16. Do not make an application of the NCD on multiple copies taken of a single form.

17. Payment of Application Amount in any mode other than through blocking of Application Amount in the
ASBA Accounts shall not be accepted in the Issue.

18. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI
in case of Bids submitted by UPI Investors using the UPI Mechanism.

19. Do not submit more than five Application Forms per ASBA Account.

Kindly note that Applications submitted to the Designated Intermediaries will not be accepted if the SCSB
where the ASBA Account, as specified in the Application Form, is maintained has not named at least one
branch at that location for the Designated Intermediaries, to deposit such Application Forms (A list of such
branches is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes).

Please see “Issue Procedure - Rejection of Applications” on page 259 for information on rejection of Applications.

TERMS OF PAYMENT

The Application Forms will be uploaded onto the electronic system of the Stock Exchange and deposited with the
relevant branch of the SCSB at the Collection Centers, named by such SCSB to accept such Applications from
the Designated Intermediaries, as the case may be (a list of such branches is available at https://www.sebi.gov.in).

For Applications other than those under the UPI Mechanism, the relevant branch of the SCSB shall perform
verification procedures and block an amount in the ASBA Account equal to the Application Amount specified in

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the Application. For Applications under the UPI Mechanism, i.e., upto ₹5 lakhs, the Stock Exchange shall
undertake validation of the PAN and Demat account combination details of the Applicant with the Depository.
The Depository shall validate the PAN and Demat account details and send response to the Stock Exchange which
would be shared by the Stock Exchange with the relevant Designated Intermediary through its platform, for
corrections, if any. The blocking of funds in such case (not exceeding ₹5 lakhs) shall happen under the UPI
Mechanism.

The entire Application Amount for the NCDs is payable on Application only. The relevant SCSB shall block an
amount equivalent to the entire Application Amount in the ASBA Account at the time of upload of the Application
Form. In case of Allotment of lesser number of NCDs than the number applied, the Registrar to the Issue shall
instruct the SCSBs or the Sponsor Bank (as the case maybe) to unblock the excess amount in the ASBA Account.

For Applications submitted directly to the SCSBs, the relevant SCSB shall block an amount in the ASBA Account
equal to the Application Amount specified in the Application, before entering the Application into the electronic
system of the Stock Exchange. SCSBs may provide the electronic mode of application either through an internet
enabled application and banking facility or such other secured, electronically enabled mechanism for application
and blocking of funds in the ASBA Account.

For Applications submitted under the UPI Mechanism, post the successful validation of the UPI Mandate Request
by the Applicant, the information would be electronically received by the Applicants’ bank, where the funds,
equivalent to Application Amount, would get blocked in the Applicant’s ASBA Account.

Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account
before submitting the Application. An Application where the corresponding ASBA Account does not have
sufficient funds equal to the Application Amount at the time of blocking the ASBA Account is liable to be
rejected.

An UPI Investor applying through the UPI Mechanism should ensure that, they check the relevant SMS
generated for the UPI Mandate Request and all other steps required for successful blocking of funds in the
UPI linked bank account, which includes accepting the UPI Mandate Request by 5:00 pm on the third
Working Day from the day of bidding on the Stock Exchange (except on the last day of the Issue Period,
where the UPI Mandate Request not having been accepted by 5:00 pm of the next Working Day), have been
completed.

The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and
consequent transfer of the amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/
failure of this Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of
Allotment is approved, and upon receipt of intimation from the Registrar, the controlling branch of the SCSB
shall, on the Designated Date, transfer such blocked amount from the ASBA Account to the Public Issue Account.
The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs
(in case of Application under the UPI Mechanism) on the basis of the instructions issued in this regard by the
Registrar to the respective SCSB or the Sponsor Bank within six Working Days of the Issue Closing Date. The
Application Amount shall remain blocked in the ASBA Account until transfer of the Application Amount to the
Public Issue Account, or until withdrawal/ failure of this Issue or until rejection of the Application, as the case
may be.

SUBMISSION OF COMPLETED APPLICATION FORMS

Mode of Submission To whom the Application Form has to be submitted

of Application
Forms
ASBA Applications (i) If using physical Application Form, (a) to the Designated Intermediaries at
relevant Collection Centres, or (b) to the Designated Branches of the SCSBs
where the ASBA Account is maintained; or

(ii) If using electronic Application Form, to the SCSBs, electronically through

internet banking facility, if available.
Application under the (i) Through the Designated Intermediary, physically or electronically, as applicable,
UPI Mechanism or

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 Mode of Submission To whom the Application Form has to be submitted
of Application
Forms

(ii) Through BSE Direct

No separate receipts will be issued for the Application Amount payable on submission of Application Form.
However, the Designated Intermediaries will acknowledge the receipt of the Application Forms by stamping the
date and returning to the Applicants an acknowledgement slips which will serve as a duplicate Application Form
for the records of the Applicant.

Electronic Registration of Applications

a) The Designated Intermediaries and Designated Branches of the SCSBs, as the case may be, will register the
Applications (including those under the UPI Mechanism) using the on-line facilities of the Stock Exchange.
The Members of Syndicate, our Company and the Registrar to the Issue are not responsible for any acts,
mistakes or errors or omission and commissions in relation to, (i) the Applications accepted by the SCSBs,
(ii) the Applications uploaded by the SCSBs, (iii) the Applications accepted but not uploaded by the SCSBs,
(iv) with respect to Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA
Accounts, or (v) any Applications accepted and uploaded and/or not uploaded by the Trading Members of
the Stock Exchange or (vi) any Application made under the UPI Mechanism , accepted or uploaded or failed
to be uploaded by a Designated Intermediary or through the app/ web based interface of the Stock Exchange
and the corresponding failure for blocking of funds under the UPI Mechanism.

In case of apparent data entry error by the Designated Intermediaries or Designated Branches of the SCSBs,
as the case may be, in entering the Application Form number in their respective schedules other things
remaining unchanged, the Application Form may be considered as valid and such exceptions may be recorded
in minutes of the meeting submitted to the Designated Stock Exchange. However, the series, mode of
allotment, PAN, demat account no. etc. should be captured by the relevant Designated Intermediaries or
Designated Branches of the SCSBs in the data entries as such data entries will be considered for
allotment/rejection of Application.

b) The Stock Exchange will offer an electronic facility for registering Applications for this Issue. This facility
will be available on the terminals of Designated Intermediaries and the SCSBs during the Issue Period. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Applications subject
to the condition that they will subsequently upload the off-line data file into the on-line facilities for
Applications on a regular basis, and before the expiry of the allocated time on this Issue Closing Date. On the
Issue Closing Date, the Designated Intermediaries, and the Designated Branches of the SCSBs shall upload
the Applications till such time as may be permitted by the Stock Exchange. This information will be available
with the Designated Intermediaries and the Designated Branches of the SCSBs on a regular basis. Applicants
are cautioned that a high inflow of high volumes on the last day of the Issue Period may lead to some
Applications received on the last day not being uploaded and such Applications will not be considered for
allocation. For further information on the Issue programme, please see “General Information – Issue
Programme” on page 40.

c) Based on the aggregate demand for Applications registered on the electronic facilities of the Stock Exchanges,
agraphical representation of consolidated demand for the NCDs, as available on the websites of the Stock
Exchanges, would be made available at the Application centres as provided in the Application Form during
the Issue Period.

d) At the time of registering each Application, the Designated Intermediaries, shall enter the details of the
Applicant, such as the Application Form number, PAN, Applicant category, DP ID, Client ID, number and
Option(s) of NCDs applied, Application Amounts and any other details that may be prescribed by the online
uploading platform of the Stock Exchanges

e) With respect to Applications submitted directly to the SCSBs at the time of registering each Application, the
Designated Branches of the SCSBs shall enter the requisite details of the Applicants in the on-line system
including:

• Application Form number

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 • PAN (of the first Applicant, in case of more than one Applicant)
• Investor category and sub-category
• DP ID
• Client ID
• UPI ID (if applicable)
• Series of NCDs applied for
• Number of NCDs Applied for in each series of NCD
• Price per NCD
• Bank code for the SCSB where the ASBA Account is maintained
• Bank account number
• Location
• Application amount

f) With respect to Applications submitted to the Designated Intermediaries, at the time of registering each
Application, the requisite details of the Applicants shall be entered in the on-line system including:

• Application Form number

• PAN (of the first Applicant, in case of more than one Applicant)
• Investor category and sub-category
• DP ID
• Client ID
• UPI ID (if applicable)
• Series of NCDs applied for
• Number of NCDs Applied for in each series of NCD
• Price per NCD
• Bank code for the SCSB where the ASBA Account is maintained
• Bank account number
• Location
• Application amount

g) A system generated acknowledgement (TRS) will be given to the Applicant as a proof of the registration of
each Application. It is the Applicant’s responsibility to obtain the acknowledgement from the
Designated Intermediaries and the Designated Branches of the SCSBs, as the case may be. The
registration of the Application by the Designated Intermediaries and the Designated Branches of the
SCSBs, as the case may be, does not guarantee that the NCDs shall be allocated/ Allotted by our
Company. The acknowledgement will be non-negotiable and by itself will not create any obligation of
any kind.

h) Applications can be rejected on the technical grounds listed on page 259 or if all required information is not
provided or the Application Form is incomplete in any respect.

i) In case of apparent data entry error by the Designated Intermediaries, in entering the Application Form
numbers in their respective schedules, other things remaining unchanged, the Application Form may be
considered as valid, or such exceptions may be recorded in minutes of the meeting submitted to the
Designated Stock Exchange.

j) The permission given by the Stock Exchange to use its network and software of the online system should not
in any way be deemed or construed to mean that the compliance with various statutory and other requirements
by our Company, the Lead Manager are cleared or approved by the Stock Exchange; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and
other requirements nor does it take any responsibility for the financial or other soundness of our Company,
the management or any scheme or project of our Company; nor does it in any manner warrant, certify or
endorse the correctness or completeness of any of the contents of the Prospectus; nor does it warrant that the
NCDs will be listed or will continue to be listed on the Stock Exchange.

k) Only Applications that are uploaded on the online system of the Stock Exchange shall be considered
for allocation/ Allotment. The Designated Intermediaries and the Designated Branches of the SCSBs shall
capture all data relevant for the purposes of finalizing the Basis of Allotment while uploading Application
data in the electronic systems of the Stock Exchange. In order that the data so captured is accurate the

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 Designated Intermediaries and the Designated Branches of the SCSBs will be given up to one Working Day
after the Issue Closing Date to modify/ verify certain selected fields uploaded in the online system during the
Issue Period after which the data will be sent to the Registrar for reconciliation with the data available with
the NSDL and CDSL.

Process for Retail Individual investors application submitted with UPI as mode of payment.

a) Before submission of the application with the intermediary, the Retail Individual investor would be required
to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example:
InvestorID@bankname).

b) The Retail Individual Investor shall fill in the bid details in the application form along with his/ her bank
account linked UPI ID and submit the application with any of the intermediaries or through the stock
exchanges app/ Web interface, or any other methods as may be permitted

c) The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock
exchanges bidding platform using appropriate protocols.

d) Once the bid has been entered in the bidding platform, the Stock Exchangesshall undertake validation of the
PAN and Demat account combination details of investor with the depository.

e) The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send
response to stock exchange which would be shared by stock exchange with intermediary through its platform,
for corrections, if any.

f) Once the bid details are uploaded on the Stock Exchanges platform, the Stock Exchange shall send an SMS
to the investor regarding submission of his / her application, at the end of day, during the bidding period. For
the last day of bidding, the SMS may be sent the next working day.

g) Post undertaking validation with the Depository, the Stock Exchangesshall, on a continuous basis,
electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the
issuer.

h) The Sponsor Bank shall initiate a mandate request on the investor i.e., request the investor to authorise
blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment.

i) The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS /
intimation on his / her mobile no. / mobile app, associated with the UPI ID linked bank account.

j) The investor shall be able to view the amount to be blocked as per his / her bid in such intimation. The investor
shall be able to view an attachment wherein the public issue bid details submitted by investor will be visible.
After reviewing the details properly, the investor shall be required to proceed to authorize the mandate. Such
mandate raised by sponsor bank would be a one-time mandate for each application in the public issue.

k) An investor is required to accept the UPI mandate latest by 5:00pm on the third working day from the day of
bidding on the stock exchanges platform except for the last day of the issue period or any other modified
closure date of the issue period in which case, he / she is required to accept the UPI mandate latest by 5:00pm
the next working day.

l) An investor shall not be allowed to add or modify the bid(s) of the application except for modification of
either DP ID/Client ID, or PAN ID but not both. However, the investor can withdraw the bid(s) and reapply.

m) For mismatch bids, on successful validation of PAN and DP ID/ Client ID combination during T+1
modification session, such bids will be sent to Sponsor Bank for further processing by the Exchange on T+1(T
being the Issue Closing Date) day till 1:00PM.n.The facility of re-initiation/ resending the UPI mandate shall
be available only till 5:00pm on the day of bidding.

n) Upon successful validation of block request by the investor, as above, the said information would be
electronically received by the investors’ bank, where the funds, equivalent to application amount, would

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 238get blocked in investors account. Intimation regarding confirmation of such block of funds in investors
account would also be received by the investor.

o) The information containing status of block request (e.g. accepted / decline / pending) would also be shared
with the Sponsor Bank, which in turn would be shared with the Stock Exchanges. The block request status
would also be displayed on the Stock Exchanges platform for information of the intermediary.

p) The information received from Sponsor Bank, would be shared by stock exchanges with RTA in the form of
a file for the purpose of reconciliation.

q) Post closure of the offer, the Stock Exchangesshall share the bid details with RTA. Further, the Stock
Exchangesshall also provide the RTA, the final file received from the Sponsor Bank, containing status of
blocked funds or otherwise, along with the bank account details with respect to applications made using UPI
ID.

r) The allotment of debt securities shall be done as per SEBI Master Circular.

s) The RTA, based on information of bidding and blocking received from the Stock Exchanges, shall undertake
reconciliation of the bid data and block confirmation corresponding to the bids by all investor category
applications (with and without the use of UPI) and prepare the basis of allotment.

t) Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with Sponsor bank (through
Stock Exchanges) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking
of excess funds in the investor’s account. The Sponsor Bank, based on the mandate approved by the investor
at the time of blocking of funds, shall raise the debit / collect request from the investor’s bank account,
whereupon funds will be transferred from investor’s account to the public issue account and remaining funds,
if any, will be unblocked without any manual intervention by investor or their bank.

u) Upon confirmation of receipt of funds in the public issue account, the securities would be credited to the
investor’s account. The investor will be notified for full/partial allotment. For partial allotment, the remaining
funds would be unblocked. For no allotment, mandate would be revoked and application amount would be
unblocked for the investor.

v) Thereafter, Stock Exchange will issue the listing and trading approval.
w) Further, in accordance with the Operational Instructions and Guidelines for Making Application for Public
Issue of Debt Securities through BSEDirect issued by BSE on December 28, 2020 and May 19, 2022, the
investor shall also be responsible for the following:

i. Investor shall check the Issue details before placing desired bids;

ii. Investor shall check and understand the UPI mandate acceptance and block of funds process before
placing the bid;

iii. The receipt of the SMS for mandate acceptance is dependent upon the system response/ integration of
UPI on Debt Public Issue System;

iv. Investor shall accept the UPI Mandate Requests within the stipulated timeline;

v. Investor shall note that the transaction will be treated as completed only after the acceptance of mandates
by the investor by way of authorising the transaction by entering their UPI pin and successfully blocking
funds through the ASBA process by the investor’s bank;

vi. Investor shall check the status of their bid with respect to the mandate acceptance and blocking of funds
for the completion of the transaction; and

vii. In case the investor does not accept the mandate within stipulated timelines, in such case their bid will
not be considered for allocation. 239y.

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x) Further, in accordance with circular issued by National Stock Exchange of India Limited for Introduction of
Unified Payment Interface (UPI) for Debt IPO through NSE goBID on January 5, 2021 the investor shall also
be responsible for the following:

After successful registration & log-in, the investors shall view and check the active Debt IPO’s available from
IPO dashboard.

i. Investors shall check the issue/series details. Existing registered users of NSE goBID shall also be able
to access once they accept the updated terms and condition.

ii. After successfully bidding on the platform, investors shall check the NSE goBID app/psp/sms for receipt
of mandate & take necessary action.

iii. UPI mandate can be accepted latest by 5:00pm on the third working day from the day of bidding on the
stock exchanges platform except for the last day of the issue period or any other modified closure date
of the issue period in which case, he / she is required to accept the UPI mandate latest by 5:00pm the
next working day.

iv. For UPI bid the facility of re-initiation/ resending the UPI mandate shall be available only till 5 pm on
the day of bidding.

v. Investors can use the re-initiation/ resending facility only once in case of any issue in receipt/acceptance
of mandate.

The Investors are advised to read the operational guidelines mentioned for Making Application for Public Issue
of Debt Securities through BSE Direct issued by BSE on December 28, 2020and May 19, 2022, and the circular
issued by National Stock Exchange of India Limited for Introduction of Unified Payment Interface (UPI) for Debt
IPO through NSE goBID on January 05, 2021 before investing through the through the app/ web interface of
Stock Exchange(s)Kindly note, the Stock Exchange(s) shall be responsible for addressing investor grievances
arising from Applications submitted online through the App based/ web interface platform of Stock Exchanges or
through their Trading Members.

Further, the collecting bank shall be responsible for addressing any investor grievances arising from non-
confirmation of funds to the Registrar despite successful realization/blocking of funds, or any delay or operational
lapse by the collecting bank in sending the Application forms to the Registrar to the Issue.

REJECTION OF APPLICATIONS

Applications would be liable to be rejected on the technical grounds listed below or if all required information is
not provided or the Application Form is incomplete in any respect. The Board of Directors and/or a duly
constituted committee thereof, reserves it’s full, unqualified, and absolute right to accept or reject any Application
in whole or in part and in either case without assigning any reason thereof.

Application may be rejected on one or more technical grounds, including but not restricted to:

i. Application by persons not competent to contract under the Indian Contract Act, 1872, as amended,
(other than minors having valid Depository Account as per Demographic Details provided by
Depositories);

ii. Applications by persons prohibited from buying, selling or dealing in securities, directly or indirectly, by
SEBI or any other regulatory authority;
iii. Applications accompanied by cash, draft, cheques, money order or any other mode of payment other than
amounts blocked in the Applicants’ ASBA Account maintained with an SCSB;

iv. Applications not being signed by the sole/joint Applicant(s);

v. Investor Category in the Application Form not being ticked;

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 vi. Application Amount blocked being higher or lower than the value of NCDs Applied for. However, our
Company may allot NCDs up to the number of NCDs Applied for, if the value of such NCDs Applied
for exceeds the minimum Application size;

vii. Applications where a registered address in India is not provided for the non-Individual Applicants;

viii. In case of partnership firms (except LLPs), NCDs applied for in the name of the partnership and not the
names of the individual partner(s);

ix. Minor Applicants (applying through the guardian) without mentioning the PAN of the minor Applicant;

x. PAN not mentioned in the Application Form, in case of minor Applicants applying through guardian,
when PAN of the Applicant is not mentioned;

xi. DP ID, Client ID and UPI ID (wherever applicable) not mentioned in the Application Form;

xii. GIR number furnished instead of PAN;

xiii. Applications by OCBs;

xiv. Applications for an amount below the minimum application size;

xv. Submission of more than five ASBA Forms per ASBA Account;

xvi. Applications by persons who are not eligible to acquire NCDs of our Company in terms of applicable
laws, rules, regulations, guidelines and approvals;

xvii. Applications under power of attorney or by limited companies, corporate, trust etc. submitted without
relevant documents;

xviii. Applications accompanied by Stock invest/ cheque/ money order/ postal order/ cash;

xix. Signature of sole Applicant missing, or in case of joint Applicants, the Application Forms not being
signed by the first Applicant (as per the order appearing in the records of the Depository);

xx. Applications by persons debarred from accessing capital markets, by SEBI or any other appropriate
regulatory authority;

xxi. Application Forms not being signed by the ASBA Account holder, if the account holder is different from
the Applicant

xxii. Signature of the ASBA Account holder on the Application Form does not match with the signature
available on the SCSB bank’s records where the ASBA Account mentioned in the Application Form is
maintained;

xxiii. Application Forms submitted to the Designated Intermediaries or to the Designated Branches of the
SCSBs does not bear the stamp of the SCSB and/or the Designated Intermediary, as the case may be;

xxiv. ASBA Applications not having details of the ASBA Account to be blocked or the UPI-linked Account
to be blocked;

xxv. In case no corresponding record is available with the Depositories that matches three parameters namely,
DP ID, Client ID, UPI ID and PAN;

xxvi. Inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified
in the Application Form at the time of blocking such Application Amount in the ASBA Account or no
confirmation is received from the SCSB for blocking of funds;

xxvii. SCSB making an Application (a) through an ASBA account maintained with its own self or (b) through
an ASBA Account maintained through a different SCSB not in its own name or (c) through an ASBA

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 Account maintained through a different SCSB in its own name, where clear demarcated funds are not
present or (d) through an ASBA Account maintained through a different SCSB in its own name which
ASBA Account is not utilised solely for the purpose of applying in public issues;

xxviii. Applications for amounts greater than the maximum permissible amount prescribed by the regulations
and applicable law;

xxix. Authorization to the SCSB for blocking funds in the ASBA Account not provided;

xxx. Applications by any person outside India;

xxxi. Applications not uploaded on the online platform of the Stock Exchange;

xxxii. Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended
by the Stock Exchange, as applicable;

xxxiii. Application Forms not delivered by the Applicant within the time prescribed as per the Application Form,
the Prospectus and as per the instructions in the Application Form and the Prospectus;

xxxiv. Applications by Applicants whose demat accounts have been ‘suspended for credit’ pursuant to the
circular issued by SEBI on July 29, 2010 bearing number CIR/MRD/DP/22/2010;

xxxv. Applications providing an inoperative demat account number;

xxxvi. Applications submitted to the Designated Intermediaries other than the Collection Centers or at a Branch
of a SCSB which is not a Designated Branch;

xxxvii. Applications submitted directly to the Public Issue Bank (except in case the ASBA Account is maintained
with the said bank as a SCSB;

xxxviii. Investor Category not ticked;

xxxix. In case of cancellation of one or more orders (series) within an Application, leading to total order quantity
falling under the minimum quantity required for a single Application;

xl. A UPI Investor applying through the UPI Mechanism, not having accepted the UPI Mandate Request by
5:00 pm on the third Working Day from the day of bidding on the stock exchange except on the last day
of the Issue Period, where the UPI Mandate Request not having been accepted by 5:00 pm of the next
Working Day; and

xli. A non-UPI Investor making an Application under the UPI Mechanism, i.e., an Application for an amount
more than ₹5 lakhs.

For information on certain procedures to be carried out by the Registrar to the Offer for finalization of the basis
of allotment, please see “Information for Applicants” below.

Information for Applicants

Upon the closure of the Issue, the Registrar to the Issue will reconcile the compiled data received from the Stock
Exchange and all SCSBs and match the same with the Depository database for correctness of DP ID, Client ID
UPI ID (wherever applicable) and PAN. The Registrar to the Issue will undertake technical rejections based on
the electronic details and the Depository database and prepare list of technical rejection cases. In case of any
discrepancy between the electronic data and the Depository records, our Company, in consultation with the
Designated Stock Exchange, the Lead Manager and the Registrar to the Issue, reserves the right to proceed as per
the Depository records for such Applications or treat such Applications as rejected.

Based on the information provided by the Depositories, our Company shall have the right to accept Applications
belonging to an account for the benefit of a minor (under guardianship).

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In case of Applications for a higher number of NCDs than specified for that category of Applicant, only the
maximum amount permissible for such category of Applicant will be considered for Allotment.

BASIS OF ALLOTMENT

Basis of Allotment for NCDs

The Registrar will aggregate the Applications, based on the applications received through an electronic book from
the Stock Exchange and determine the valid Application for the purpose of drawing the basis of allocation.

Allocation Ratio

The registrar will aggregate the applications based on the applications received through an electronic book
from the Stock exchange and determine the valid applications for the purpose of drawing the basis of
allocation. Grouping of the application received will be then done in the following manner:

Grouping of Applications and Allocation Ratio: Applications received from various applicants shall be grouped
together on the following basis:

a. Applications received from Category I applicants: Applications received from Category I, shall be
grouped together, (“Institutional Portion”);

b. Applications received from Category II applicants: Applications received from Category II, shall be
grouped together, (“Non-Institutional Portion”);

c. Applications received from Category III applicants: Applications received from Category III, shall be
grouped together, (“High Net Worth Individual Portion”)

d. Applications received from Category IV applicants: Applications received from Category IV, shall be
grouped together, (“Retail Individual Investor Portion”)

For removal of doubt, “Institutional Portion”, “Non-Institutional Portion”, “High Net Worth Individual
Portion” and “Retail Individual Portion” are individually referred to as “Portion” and collectively referred to as
“Portions”.

For the purposes of determining the number of NCDs available for allocation to each of the abovementioned
Portions, our Company shall have the discretion of determining the number of NCDs to be allotted over and above
the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue up to ₹10,000 lakhs i.e.
aggregating up to ₹20,000 lakhs. The aggregate value of NCDs decided to be allotted over and above the Base
Issue Size, (in case our Company opts to retain any oversubscription in the Issue), and/or the aggregate value of
NCDs up to the Base Issue Size shall be collectively termed as the “Overall Issue Size”.

Basis of Allotment for NCDs

Allotments in the first instance:

i. Applicants belonging to the Category I, in the first instance, will be allocated NCDs up to 10% of Overall
Issue Size on first come first serve basis (determined on the basis of date of receipt of each application
duly acknowledged by the Lead Manager and their respective Affiliates/SCSB (Designated Branch or
online acknowledgement);

ii. Applicants belonging to the Category II, in the first instance, will be allocated NCDs up to 10% of Overall
Issue Size on first come first serve basis (determined on the basis of date of receipt of each application
duly acknowledged by the Members of the Syndicate/Trading Members/SCSB (Designated Branch or
online acknowledgement));

iii. Applicants belonging to the Category III, in the first instance, will be allocated NCDs up to 30% of
Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each
application duly acknowledged by the Members of the Syndicate/Trading Members/SCSB (Designated
Branch or online acknowledgement));

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 iv. Applicants belonging to the Category IV, in the first instance, will be allocated NCDs up to 50% of
Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each
application duly acknowledged by the Members of the Syndicate/Trading Members/SCSB (Designated
Branch or online acknowledgement))

Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-
come first-serve basis, based on the date of upload of each Application in to the Electronic Book with Stock
Exchange, in each Portion subject to the Allocation Ratio. However, on the date of oversubscription, the
allotments would be made to the applicants on proportionate basis.

a. Under Subscription:

Under subscription, if any, in any Portion, priority in allotments will be given in the following order:

i. Retail Individual Investor Portion

ii. High Networth Individual Portion
iii. Non-Institutional Portion
iv. Institutional Portion

on a first come first serve basis

Within each Portion, priority in Allotments will be given on a first-come-first-serve basis, based on the date of
upload of each Application into the electronic system of the Stock Exchange.

For each Portion, all Applications uploaded in to the Electronic Book with the Stock Exchange would be treated
at par with each other. Allotment would be on proportionate basis, where Applications uploaded into the Platform
of the Stock Exchange on a particular date exceeds NCDs to be allotted for each Portion respectively.

Minimum allotment of 1 (one) NCD and in multiples of 1 (one) NCD thereafter would be made in case of each
valid Application.

b. Allotments in case of oversubscription:

In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-
serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the valid applicants on a first come
first serve basis for forms uploaded up to 5 pm of the date falling 1 (one) day prior to the date of oversubscription
and proportionate allotment of NCDs to the valid applicants on the date of oversubscription (based on the date of
upload of the Application on the Stock Exchange Platform, in each Portion). In case of over subscription on date
of opening of the Issue, the Allotment shall be made on a proportionate basis. Applications received for the NCDs
after the date of oversubscription will not be considered for allotment.

In view of the same, the Investors are advised to refer to the Stock Exchange website at www.bseindia.com for
details in respect of subscription.

(a) Proportionate Allotments: For each Portion, on the date of oversubscription:

i. Allotments to the applicants shall be made in proportion to their respective application size, rounded
off to the nearest integer;
ii. If the process of rounding off to the nearest integer results in the actual allocation of NCDs being
higher than the Issue size, not all applicants will be allotted the number of NCDs arrived at after
such rounding off. Rather, each applicant whose allotment size, prior to rounding off, had the highest
decimal point would be given preference;
iii. In the event, there are more than one applicant whose entitlement remain equal after the manner of
distribution referred to above, our Company will ensure that the basis of allotment is finalised by
draw of lots in a fair and equitable manner.

(b) Applicant applying for more than one Options of NCDs:

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 If an applicant has applied for more than one Options of NCDs, and in case such applicant is entitled to
allocation of only a part of the aggregate number of NCDs applied for due to such applications received
on the date of oversubscription, the option-wise allocation of NCDs to such applicants shall be in
proportion to the number of NCDs with respect to each option, applied for by such applicant, subject to
rounding off to the nearest integer, as appropriate in consultation with Lead Manager and Designated
Stock Exchange.

In cases of odd proportion for allotment made, our Company in consultation with the Lead Manager will
allot the residual NCD (s) in the following order:

i. first with monthly interest payment in decreasing order of tenor i.e. Options VI, IV and II; and
ii. followed by payment on maturity options in decreasing order of tenor i.e. Options VIII, VII, V, III
and I.
Hence using the above procedure, the order of allotment for the residual NCD (s) will be: Options
VI, IV, II, VIII, VII, V, III, and I.

All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our
Company in consultation with the Lead Manager, and the Designated Stock Exchange and in compliance
with the aforementioned provisions of this Prospectus.

Our Company would allot Option I NCDs to all valid applications, wherein the applicants have not
indicated their choice of the relevant options of the NCDs.

Valid applications where the Application Amount received does not tally with or is less than the amount
equivalent to value of number of NCDs applied for, may be considered for Allotment, to the extent of
the Application Amount paid rounded down to the nearest ₹1,000 in accordance with the pecking order
mentioned above.

All decisions pertaining to the basis of allotment of NCDs pursuant to the Issue shall be taken by our Company
in consultation with the Lead Manager and the Designated Stock Exchange and in compliance with the
aforementioned provisions of this Prospectus.

Retention of oversubscription

Our Company shall have an option to retain over-subscription up to the Issue Limit.

Unblocking of Funds for withdrawn, rejected or unsuccessful or partially successful Applications.

The Registrar shall, pursuant to preparation of Basis of Allotment, instruct the relevant SCSB or the Sponsor Bank
(for Application under the UPI Mechanism), as applicable, to unblock the funds in the relevant ASBA Account/
UPI linked bank account for withdrawn, rejected or unsuccessful or partially successful Applications within Track
Working Days of the Issue Closing Date.

ISSUANCE OF ALLOTMENT ADVICE

Our Company shall ensure dispatch of Allotment Advice and/ or give instructions for credit of NCDs to the
beneficiary account with Depository Participants upon approval of Basis of Allotment. The Allotment Advice for
successful Applicants will be mailed to their addresses as per the Demographic Details received from the
Depositories. Therefore, instructions will be given to the Designated Intermediaries to indicate Option I NCD as
the Applicant’s choice of the relevant NCD Series wherein the Applicants have not indicated their choice.

Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for
commencement of trading at the Stock Exchange where the NCDs are proposed to be listed are taken within six
Working Days from the Issue Closing Date.

Application Amount shall be unblocked within Six Working Days from the Issue Closing Date or such lesser time
as may be specified by SEBI or else the Application Amount shall be unblocked in the ASBA Accounts, or the
UPI linked bank accounts (for Applications under the UPI Mechanism) of the Applicants forthwith failing which
interest at the rate of 15% per annum for the delayed period shall be due to be paid to the Applicants in accordance
with applicable law.

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Our Company will provide adequate funds required for dispatch of Allotment Advice to the Registrar to the Issue.

OTHER INFORMATION

Withdrawal of Applications during the Issue Period

Applicants can withdraw their Applications until the Issue Closing Date. In case an Applicant wishes to withdraw
the Application during the Issue Period, the same can be done by submitting a request for the same to the
concerned Designated Intermediary who shall do the requisite.

In case of Applications (other than under the UPI Mechanism) were submitted to the Designated Intermediaries,
upon receipt of the request for withdrawal from the Applicant, the relevant Designated Intermediary, as the case
may be, shall do the requisite, including deletion of details of the withdrawn Application Form from the electronic
system of the Stock Exchange and intimating the Designated Branch of the SCSB to unblock of the funds blocked
in the ASBA Account at the time of making the Application. In case of Applications (other than under the UPI
Mechanism) submitted directly to the Designated Branch of the SCSB, upon receipt of the request for withdraw
from the Applicant, the relevant Designated Branch shall do the requisite, including deletion of details of the
withdrawn Application Form from the electronic system of the Stock Exchange and unblocking of the funds in
the ASBA Account, directly.

Withdrawal of Applications after the Issue Period

In case an Applicant wishes to withdraw the Application after the Issue Closing Date or early closure date, the
same can be done by submitting a withdrawal request to the Registrar prior to the finalization of the Basis of
Allotment but not later than 2 Working days from the Issue Closing Date or early closure date, as applicable.
Revision of Applications

Cancellation of one or more orders (series) within an Application is permitted during the Issue Period as long as
the total order quantity does not fall under the minimum quantity required for a single Application. Please note
that in case of cancellation of one or more orders (series) within an Application, leading to total order quantity
falling under the minimum quantity required for a single Application will be liable for rejection by the Registrar.

Applicants may revise/ modify their Application details during the Issue Period, as allowed/permitted by the Stock
Exchange, by submitting a written request to the Designated Intermediary and the Designated Branch of the
SCSBs, as the case may be. For Applications made under the UPI Mechanism, an Applicant shall not be allowed
to add or modify the details of the Application except for modification of either DP ID/Client ID, or PAN ID but
not both. However, the Applicant may withdraw the Application and reapply.

However, for the purpose of Allotment, the date of original upload of the Application will be considered in case
of such revision/ modification. In case of any revision of Application in connection with any of the fields which
are not allowed to be modified on the electronic Application platform of the Stock Exchange(s) as per the
procedures and requirements prescribed by Stock Exchange, Applicants should ensure that they first withdraw
their original Application and submit a fresh Application. In such a case the date of the new Application will be
considered for date priority for Allotment purposes.

Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on the
Issue Closing Date. However, in order that the data so captured is accurate, the Designated Intermediaries and/ or
the Designated Branches of the SCSBs will be given up to one Working Day after the Issue Closing Date (till 1:00
PM) to modify/ verify certain selected fields uploaded in the online system during the Issue Period, after which
the data will be sent to the Registrar for reconciliation with the data available with the NSDL and CDSL.

Depository Arrangements

We have made depository arrangements with NSDL and CDSL. Please note that Tripartite Agreements have been
executed among our Company, the Registrar and both the depositories.

As per the provisions of the Depositories Act, 1996, the NCDs issued by us can be held in a dematerialised form.
In this context:

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 i. Tripartite agreement dated March 21, 2014 among our Company, the Registrar and CDSL and tripartite
agreement dated March 27, 2014 among our Company, the Registrar and NSDL, respectively for offering
depository option to the investors.

ii. An Applicant must have at least one beneficiary account with any of the Depository Participants (DPs)
of NSDL or CDSL prior to making the Application.

iii. The Applicant must necessarily provide the DP ID and Client ID details in the Application Form.

iv. NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicant’s
respective beneficiary account(s) with the DP.

v. Non-transferable Allotment Advice will be directly sent to the Applicant by the Registrar to this Issue.

vi. It may be noted that NCDs in electronic form can be traded only on the Stock Exchange having electronic
connectivity with NSDL or CDSL. The Stock Exchange has connectivity with NSDL and CDSL.

vii. Interest or other benefits with respect to the NCDs held in dematerialised form would be paid to those
NCD Holders whose names appear on the list of beneficial owners given by the Depositories to us as on
Record Date. In case of those NCDs for which the beneficial owner is not identified by the Depository
as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other
benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us,
whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30
days.

Please note that the NCDs shall cease to trade from the Record Date (for payment of the principal amount and the
applicable premium and interest for such NCDs) prior to redemption of the NCDs.

PLEASE NOTE THAT TRADING OF NCDs ON THE FLOOR OF THE STOCK EXCHANGE SHALL
BE IN DEMATERIALISED FORM ONLY IN MULTIPLE OF ONE NCD.

Allottees will have the option to re-materialize the NCDs allotted under the Issue as per the provisions of the
Companies Act, 2013 and the Depositories Act.

Communications

All future communications in connection with Applications made in this Issue (except the Applications made
through the Trading Members of the Stock Exchange) should be addressed to the Registrar to the Issue, quoting
the full name of the sole or first Applicant, Application Form number, Applicant’s DP ID and Client ID,
Applicant’s PAN, number of NCDs applied for, ASBA Account number in which the amount equivalent to the
Application Amount was blocked or the UPI ID (for UPI Investors who make the payment of Application Amount
through the UPI Mechanism), date of the Application Form, name and address of the Designated Intermediary or
Designated Branch of the SCSBs, as the case may be, where the Application was submitted.

Applicants may contact our Compliance Officer and Company Secretary or the Registrar to the Issue in case of
any pre-Issue or post-Issue related problems such as non-receipt of Allotment Advice or credit of NCDs in the
respective beneficiary accounts, as the case may be.
All grievances related to the UPI process may be addressed to the Stock Exchanges, which shall be responsible
for addressing investor grievances arising from applications submitted online through the app based/ web interface
platform of stock exchange or through their Trading Members. The Intermediaries shall be responsible for
addressing any investor grievances arising from the applications uploaded by them in respect of quantity, price or
another data entry or other errors made by them. We estimate that the average time required by us or the Registrar
to the Issue for the redressal of routine investor grievances will be 2 Working Days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek
to redress these complaints as expeditiously as possible.

Interest in case of delay

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Our Company undertakes to pay interest, in connection with any delay in allotment and demat credit, beyond the
time limit as may be prescribed under applicable statutory and/or regulatory requirements, at such rates as
stipulated under such applicable statutory and/or regulatory requirements.

Undertaking by the Issuer

Our Company undertakes that:

(a) All monies received pursuant to this Issue shall be transferred to a separate bank account as referred to in
sub-section (3) of section 40 of the Companies Act, 2013.

(b) Details of all monies utilised out of this Issue referred to in sub-item (a) shall be disclosed under an appropriate
separate head in our Balance Sheet indicating the purpose for which such monies had been utilised;

(c) Details of all unutilised monies out of issue of NCDs, if any, referred to in sub-item (a) shall be disclosed
under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies
have been invested.

(d) Details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of
public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the
proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been
utilized, and the securities or other forms of financial assets in which such unutilized monies have been
invested;

(e) We shall execute the Debenture Trust cum Hypothecation Deed in accordance with the prescribed timelines.
Further, as per Regulation 18 of SEBI NCS Regulations, in the event our Company fails to execute the
Debenture Trust cum Hypothecation Deed within the timelines provided by SEBI, our Company shall pay
interest of at least 2% p.a. over and above the agreed coupon rate, to each NCD Holder, till the execution of
the Debenture Trust cum Hypothecation Deed;

(f) We shall utilize the Issue proceeds only upon execution of the Debenture Trust cum Hypothecation Deed as
stated in the Draft Prospectus and the Prospectus, on receipt of the minimum subscription of 75% of the Base
Issue i.e., ₹ 7,500.00 lakhs and receipt of listing and trading approval from the Stock Exchange;

(g) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property business, dealing in equity of listed
companies or lending/investment in group companies;

(h) Application money shall be unblocked within 6 (six) Working Days from the closure of this Issue, or such
lesser time as may be specified by SEBI, or else the application money shall be refunded to the Applicants in
accordance with applicable law, failing which interest shall be due to be paid to the Applicants at the rate of
15% per annum for the delayed period, if applicable in accordance with applicable law; and

(i) Details of all monies unutilised out of the previous issues made by way of public offer, if any, shall be
disclosed and continued to be disclosed under an appropriate separate head in our balance sheet till the time
any part of the proceeds of such previous issue remains unutilized indicating the securities or other forms of
financial assets in which such unutilized monies have been invested.

(j) Assets on which the charge or security has been created meets the hundred percent security cover or higher
security cover is free from any encumbrances and in case the assets are encumbered, the permissions or
consent to create any further charge on the assets has been obtained from the existing creditors to whom the
assets are charged, prior to creation of the charge.

Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For
taking an investment decision, investors must rely on their own examination of our Company and the Issue
including the risks involved. The Prospectus has not been recommended or approved by any regulatory authority
in India, including any registrar of companies, stock exchange or SEBI nor does SEBI guarantee the accuracy or
adequacy of this Prospectus. Specific attention of investors is invited to the section ‘Risk factors’ on page 20.

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Our Company has no side letter with any NCD holder. Any covenants later added shall be disclosed on the stock
exchanges’ website where the NCDs are listed.

Other undertakings by our Company

Our Company undertakes that:

(a) Complaints received in respect of this Issue (except for complaints in relation to Applications submitted to
Trading Members) will be attended to by our Company expeditiously and satisfactorily;

(b) Necessary cooperation to the relevant credit rating agency(ies) will be extended in providing true and
adequate information until the obligations in respect of the NCDs are outstanding;

(c) Our Company will take necessary steps for the purpose of getting the NCDs listed within the specified time,
i.e., within six Working Days of this Issue Closing Date;

(d) Funds required for dispatch of Allotment Advice/NCD Certificates (only upon rematerialisation of NCDs at
the specific request of the Allottee/ Holder of NCDs) will be made available by our Company to the Registrar
to the Issue;

(e) Our Company will forward details of utilisation of the proceeds of this Issue, duly certified by the Statutory
Auditor, to the Debenture Trustee required under applicable laws;

(f) Our Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of
compliance with the terms and conditions of this Issue as contained in this Prospectus;

(g) Our Company will disclose the complete name and address of the Debenture Trustee in its annual report;

Our Company shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may

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 SECTION VII-LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION
Except as stated in this section there are no outstanding: (i) criminal proceedings; (ii) actions by statutory /
regulatory authorities; and (iii) claims for any indirect and direct tax liability, each involving the Company, its
Directors, its Promoters and its Group Companies.

Save as disclosed below, there are no:

a) litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory
body or regulatory body against the Promoters of the Company during the preceding three years immediately
preceding the year of the issue of the Prospectus and any direction issued by such Ministry or Department or
statutory body or regulatory body upon conclusion of such litigation or legal action;

b) litigation involving the Company, Promoters, Directors, Group Companies or any other person, whose
outcome could have material adverse effect on the financial position of the Company, which may affect the
issue or the investor’s decision to invest/continue to invest in the debt securities;

c) acts of material frauds committed against our Company in the preceding three financial years and current
financial year and the action taken by the Company;

d) default and non-payment of statutory dues by the Company for preceding three financial years and current
financial year;

e) pending proceedings initiated against the Company for economic offences and default; and

f) inquiry, inspections or investigations initiated or conducted under the securities laws or Companies Act or
any previous companies law in the preceding three years immediately preceding the year of issue of offer
document in the case of Company; and if there were any prosecutions filed (whether pending or not); fines
imposed, or compounding of offences done in the preceding three years immediately preceding the year of
the prospectus for the Company.

Further from time to time, we have been and shall continue to be involved in legal proceedings filed by and/or
against us, arising in the ordinary course of our business. These legal proceedings are mostly civil in nature. We
believe that the number of proceedings in which we are/were involved is not unusual for a company of our size
doing business in India.

Unless stated to the contrary, the information provided below is as of the date of this Prospectus.

All terms defined in a particular litigation disclosure below are for that particular litigation only.

Litigations against our Company

Tax Litigations

Direct Tax

1. The Commissioner of Income Tax (Central), Kochi (“CITK”) filed a writ petition (c) bearing no. 23856/2013
dated August 28, 2013 (“Writ Petition”), before the High Court of Kerala against the order dated March 25,
2013 (“Order”) passed by the Income Tax Settlement Commission, Chennai (“Commission”) for the
assessment years 2004-05 to 2010-11, granting immunity to our Company from penalty and prosecution.
Aggrieved by the Order, the Writ Petition was filed by CITK inter-alia on the ground that the Commission
has no authority to grant immunity to our Company from penalty and prosecution unless our Company makes
full and true disclosure of its income, manner in which it was derived and cooperates with the Commission
in the proceedings. The CITK further alleged that the income admitted by our Company was less than the
income quantified by the Commission and hence full and true disclosure wasn’t made and thus the Order
passed by the Commission was against law. Further, the CITK has prayed for the issuance of writ of certiorari
or any other appropriate order quashing the Order to the extent that it granted immunity to our Company from
prosecution and penalty. The matter is currently pending.

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2. The Commissioner of Income Tax (Central), Kochi (“CIT”) passed an order dated November 30, 2016 under
Section 263 of the Income Tax Act, 1961 (“IT Act”) directing the Assistant Commissioner of Income Tax,
Central Circle, Kottayam (“AO”) to verify a deduction amounting to ₹123.07 lakhs claimed by the Company
towards discount allowed to debenture holders during the AY 2012-13. The Assistant Commissioner of
Income Tax, Central Circle, Kottayam (“AO”) passed an assessment order dated August 31, 2017 under
Section 263 of the IT Act (“Order”) giving effect to the direction of the CIT in relation to deduction
amounting to ₹123.07 lakhs claimed by the Company towards discount allowed to debenture holders during
the AY 2012-13. In the Order, the AO disallowed the deduction on the grounds that certain debenture holders
(out of the list of entire debenture holders) had not confirmed the debenture subscription in a prescribed
proforma sent to them, as notices under Section 133(6) of the IT Act and in certain cases, as summons under
Section 131 of the IT Act and some debenture holders who were served notices and summons did not respond
at all. Further the Order also states that there was an instance of a cash deposit of ₹20.00 lakhs on November
26, 2011, in the Company’s bank account with Kilimanoor branch which has been accounted by the Company
towards subscription of debentures. The subscription amount relating to all these debenture holders
aggregating to ₹3,366.40 lakhs was added to the income of the Company under Section 68 of the IT Act, and
consequently, a demand of ₹1,895.72 lakhs was raised on the Company. The Company has filed an appeal
dated September 28, 2017 before the Commissioner of Income Tax (Appeals) (“CIT – A”) challenging the
Order on inter-alia grounds that the assessment order is violative of principles of natural justice, additions
made under Section 68 were beyond jurisdiction of the AO as well as grounds on merits justifying the claim
of deduction of expenditure. Further Company has filed an appeal dated November 14, 2017, before the
Income Tax Appellate Tribunal, Cochin against the order under Section 263. Separately, the Company
approached the High Court of Kerala (“High Court”) requesting for stay of demand. The High Court has
passed an order dated September 12, 2017 directing the CIT – A to decide the stay application within two
months of receipt of a certified copy of the High Court order. The CIT- A passed an order dated December
27, 2017 granting a stay on recovery of the demand amount. Further our Company has received an order
dated September 5, 2019 from Income Tax Appellate Tribunal, Cochin by dismissing the appeal filed on
November 14, 2017. The AO has completed a fresh assessment for the Assessment Year 2012-13 and passed
order dated December 29, 2019 under section 143(3) of the IT Act read with section 153A of the IT Act,
raising a demand of ₹1,077.00 lakhs. The demand raised by the AO under section 153A of the IT Act was
already covered by the erstwhile Income-tax officer under the regular assessment and had concluded the
assessment vide his order dated August 31, 2017. Since, there is no fresh addition vide the order of AO dated
December 29, 2019, the appeal already filed against the order dated August 31, 2017 with the CIT - A on
September 28, 2017 shall stand. The matter is currently pending before CIT – A

3. The Assistant Commissioner of Income Tax, Central Circle, Kottayam (“AO”) has passed an order dated
December 29, 2019 under section 143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the
Act, raising a demand of ₹1,154.78 lakhs for the Assessment Year 2015-16 (“Assessment Order”). Our
Company has filed a rectification application on January 09, 2020 with the AO under section 154 of the Act
in order to rectify the Assessment Order. Our Company has also filed an appeal before the Commissioner of
Income Tax (Appeals) (“CIT – A”) against the Assessment Order. On October 30, 2020- CIT- A passed an
order under the section 154 of the Act based on the rectification filed by the Company and revised the total
demand to ₹769.39 lakhs, in addition.The matter is currently pending before CIT – A.

4. The Assistant Commissioner of Income Tax, Central Circle, Kottayam (“AO”) has passed an order dated
December 29, 2019 under section 143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the
Act, raising a demand of ₹1,426.08 lakhs for the Assessment Year 2016-17 (“Assessment Order”). Our
Company has filed an application on January 9, 2020 with the AO under section 154 of the Act in order to
rectify the Assessment Order. In response, the Assessing Officer issued a rectification order dated September
30, 2020, increasing the demand to ₹1,469.92 lakhs, Subsequently, the Company made a payment of ₹ 25
lakhs against this demand in February 2023 Our Company has also filed an appeal before the Commissioner
of Income Tax (Appeals) (“CIT – A”) against the Assessment Order. On September 30, 2020, CIT – A passed
an order under section 154 of the Act based on the rectification filed by our Company and revised the total
demand to ₹1,469.92 lakhs. The matter is currently pending before CIT – A.

5. The Assistant Commissioner of Income Tax, Central Circle, Kottayam (“AO”) has passed an order dated
December 29, 2019 under section 143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the
Act with the refund of ₹77.37 lakhs for the Assessment Year 2017-18(“Assessment Order”). Our Company
has filed an application on January 09, 2020 with the AO under section 154 of the Act in order to rectify the
Assessment Order. In response, the Assessing Officer issued a rectification order dated September 30, 2020,

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 increasing the refund to ₹93.92 lakhs, thus additional refund of ₹16.55 lakhs. Our Company has also filed an
appeal before the Commissioner of Income Tax (Appeals) (“CIT – A”) against the Assessment Order. The
matter is currently pending before CIT – A.

6. The Assistant Commissioner of Income Tax, Central Circle, Kottayam (“AO”) has passed an order dated
December 29, 2019 under section 143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the
Act with the refund of ₹89.76 lakhs for the Assessment Year 2018-19 (“Assessment Order”). Our Company
had filed an application on January 07, 2020 with the AO under section 154 of the Act in order to rectify the
Assessment Order. Subsequently, on December 21, 2020, the AO issued a rectification order, declaring an
additional refund of ₹ 150.64 lakhs, making total refundable amount to ₹ 240.40 lakhs. Our Company has
also filed an appeal before the Commissioner of Income Tax (Appeals) (“CIT – A”) against the Assessment
Order. The matter is currently pending before CIT – A.

7. The Commissioner of Income Tax (Central) Kochi filed a writ petition bearing no. 23149/2013 (“Writ
Petition”), before the High Court of Kerala against the order dated March 25, 2013 (“Order”) passed by the
Income Tax Settlement Commission, Chennai (“Commission”) for the assessment years 2004-05 to 2010-
11, granting immunity to our Group Company, Kosamattam Mathew K. Cherian Financiers Private Limited
(“MKC Finance”) (since then merged with our Company vide an order of the NCLT dated June 26, 2018)
from penalty and prosecution. Aggrieved by the Order, the Writ Petition was filed by CITK inter-alia on the
ground that the Commission has no authority to grant immunity to MKC Finance from penalty and
prosecution unless MKC Finance makes full and true disclosure of its income, manner in which it was derived
and cooperates with the Commission in the proceedings. The CITK further alleged that the income admitted
by MKC Finance was less than the income quantified by the Commission and hence full and true disclosure
wasn’t made and thus the Order passed by the Commission was against law. Further, the CITK has prayed
for the issuance of writ of certiorari or any other appropriate order quashing the Order to the extent that it
granted immunity to MKC Finance from prosecution and penalty. The matter is currently pending.

8. A notice for hearing dated April 15, 2016 was issued by the Assistant Commissioner of Income Tax, Central
Circle, Kottayam (“Authority”) to verify the sale consideration of the property purchased by Mathew K.
Cherian Financiers Private Limited (“MKC Finance”) (since then merged with our Company vide an order
of the NCLT dated June 26, 2018) disclosed in its income tax return, less than the actual sale consideration
of the property as reported in the annual returns and the alleged mismatch in the amount paid to related
persons under section 40A(2)(b) reported in the audit report and income tax return. Thereafter, MKC Finance
submitted a response dated July 10, 2017 stating that tax has been paid at the maximum taxable rate and that
there is no mismatch in the amount paid. Subsequently, the Authority issued an order dated October 30, 2017
against MKC Finance initiating proceedings under section 271(1)(c) for concealment of income and
demanding payment to the tune of ₹93.79 lakhs for the assessment year 2015-16. Thereafter, MKC Finance
filed an appeal dated November 25, 2017 before the Commissioner of Income Tax (Appeals)-III, Kochi. The
matter is currently pending.

Indirect Tax

1. The Office of the Commissioner of Central Excise and Customs, Cochin (“Authority”) issued a Show Cause
Notice bearing No. 224/2016/ST, C. No. V/ST/15/190/2016-STAdj dated April 22, 2016 (“SCN”). The SCN
called upon our Company to show cause as to why a sum of ₹7192.42 lakhs collected in excess of 18% per
annum from the gold loan customers, accounted as interest on gold loan account, ₹76.06 lakhs accounted as
token charges and ₹53.67 lakhs accounted as postage charges, should not be included in the value of taxable
services rendered by them during the period from April 1, 2014 to March 31, 2015 (“Taxable Period”). Our
Company was asked to show cause as to why a service tax amounting to ₹878.66 lakhs, education cess of
₹17.57 lakhs and secondary higher education cess of ₹8.79 lakhs in the Taxable Period should not be levied.
Our Company filed a reply to the SCN, dated May 21, 2016. The matter is currently pending.

2. The Office of the Inspecting Assistant Commissioner (Intelligence Branch), Commercial Taxes, Kottayam
(“Authority”) issued a Show Cause Notice bearing No. IBK/2/1/15-16 dated August 31, 2016 (“SCN”). The
SCN called our Company to show cause as to a penalty of ₹117.90 lakhs should not be charged for evading
Tax Deductible at Source (“TDS”), which was allegedly due under The Kerala Value Added Tax Act, 2003
(“KVAT”) towards work contracts entered into with various dealers toward setting up wind mills. Our
Company filed a reply dated October 06. 2016 to this SCN, stating that TDS under Section 10 of the KVAT,
as claimed by the Authority, would be applicable only to a works contract. Our Company claims that the
contracts entered into with the dealers are in the nature of divisible contracts, not work contracts, and therefore

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 Section 10 of the KVAT would be inapplicable. Our Company also claimed that in case of inter-state
transactions, the KVAT would be inapplicable. The State Tax Officer, Kottayam passed an order dated July
19, 2018 (“Penalty Order”) imposing a penalty of ₹83,35,666 under Section 67(1) of the KVAT for evasion
of tax. Consequently, our Company on August 31, 2018 had filed a writ petition bearing reference number
WP (C) 28524/2018 before the High Court of Kerala at Ernakulum (“WP 28524/2018”) praying before the
High Court to stay all further proceedings pursuant to the Penalty Order, however, the WP 28524/2018 got
dismissed on the ground that the issues under WP 28524/2018 stand squarely covered against our Company
by a judgment dated January 11, 2019 in W.P. (C) No.11335 of 2018. In this regard, our Company had filed
a writ appeal bearing reference number W.A.1068/19 before the High Court of Kerala at Ernakulum
challenging the dismissal of the aforesaid WP 28524/2018 and the High Court of Kerala vide order dated
April 09, 2019 allowed the writ appeal and the aforesaid WP 28524/2018 is restored for fresh consideration
and for disposal of the issues as provided in the appeal order.

Further, a demand notice bearing No. A-2266/19, KTM II (RRC No.84/19-20) under Section 7 of KVAT
(“Demand Notice”) was received by our Company on August 31, 2019 from the office of the Assistant
Commissioner, State Goods and Service Taxes of Kottayam informing our Company that if the amount in
arrears pursuant to the Penalty Order amounting to ₹83.35 lakhs, notice fee of ₹0.0004 lakhs and all expenses
of distress is not paid then the distrained property will be immediately brought to public sale. Consequently,
our Company vide its letter dated September 20, 2019 requested the Assistant Commissioner, State Goods
and Service Taxes of Kottayam, that the demand made under the Demand Notice may be withdrawn/kept in
abeyance as the decision of the High Court of Kerala under WP 28524/2018 in connection to the Penalty
Oder is still pending. The matter is currently pending.

3. The Commercial Tax Inspector, Commercial Tax Check Post, Cumbummettu (“Inspector”), intercepted a
vehicle belonging to our Company, which were loaded with windmill flour foundation parts and found certain
discrepancies in the documents presented at the spot. Being dissatisfied the Inspector issued a notice under
Section 47 of the Kerala Value Added Tax Act, 2003 questioning the genuineness of the documents provided
and alleged an attempt to evade taxation. The Inspector demanded security deposit of ₹2.90 lakhs pending
disposal of the matter. Thereafter the matter was transferred to the Office of the Intelligence Officer, Squad
No. IV, Commercial Taxes, Kottayam (“Authority”) who on account of the failure of the consignee to appear
before the Authority, passed an order dated November 25, 2016 (“Order”) converting the security deposit
amount of ₹2.90 lakhs into a penalty. Our Company has filed an appeal against the Order before the Deputy
Commissioner (Appeals), Department of Commercial Taxes, Kottayam. Consequently, the Deputy
Commissioner (Appeals), Department of Commercial Taxes, Kottayam set aside the aforesaid Order of
penalty vide order dated February 02, 2019 (“Order I”) and directed our Company to file objection and
produce the books of accounts before the assessing Authority within three weeks from the date of Order I and
remanded back the matter to the Commercial Tax Department for fresh adjudication. The State Tax Officer,
State GST Department (Squard IV, Kottayam) issued order dated December 27, 2019 by imposing a penalty
of ₹ 0.1 lakhs for the non-accompanying of proper documents at the time of transportation of goods and
ordered to refund the balance amount of ₹2.80 lakhs to our Company.

4. The Intelligence Inspector, Commercial Tax Idukki at Kattappana (“Inspector”), intercepted a vehicle
belonging to our Company, which were loaded with windmill flour foundation parts and found certain
discrepancies in the documents presented at the spot. Being dissatisfied the Inspector issued a notice dated
May 2, 2017 under Section 47 of the Kerala Value Added Tax Act, 2003 questioning the genuineness of the
documents provided and alleged an attempt to evade taxation. The Inspector demanded security deposit of
₹159,450. Subsequently, the Intelligence Officer, Squad No. IV, Commercial Taxes, Kottayam (“Enquiry
Officer”), converted the security deposit into penalty vide order dated 28 June 2017 under Section 47 read
with Rule 67 of the KVAT Act (“Order”), on grounds that our Company could not produce enough evidence
to establish their claim and therefore attempted tax evasion is well proved. Being aggrieved by the Order, our
Company filed an appeal dated October 23, 2017, before the Deputy Commissioner (Appeals) Department
of Commercial Taxes, Kottayam, against the penalty of ₹1.59 lakhs imposed by the Enquiry Officer.
Subsequently, the State Tax Officer vide its order, directed to refund the security deposit of ₹1.59 lakhs to
our Company. The matter is currently pending.

5. The Commercial Tax Inspector, Commercial Tax Check Post at Kottayam (“Inspector”), intercepted three
vehicles belonging to our Company, transporting windmill devices to Idukki district and found certain
discrepancies in the documents presented. Being dissatisfied, the Inspector issued notices for each vehicle
dated March 30, 2015 under Section 47 of the Kerala Value Added Tax Act, 2003 questioning the genuineness
of the documents provided and alleged an attempt to evade taxation. The Inspector demanded a security

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 deposits of ₹1.13 lakhs from each vehicle. Subsequently, the Intelligence Officer, Squad No. I, Commercial
Taxes, Kottayam (“Enquiry Officer”) converted the security deposits into penalty vide order dated
December 5, 2017 (“Order”) on grounds of attempted tax evasion. Being aggrieved by the Order, our
Company filed an appeal dated January 18, 2018 before the Deputy Commissioner (Appeals) Department of
Commercial Taxes, Kottayam (“Court”) against the penalty of ₹1.13 lakhs imposed on each vehicle by the
Enquiry Officer. Subsequently, the Court vide order dated July 4, 2018 remanded back the penalty orders to
the Enquiry Officer for a detailed enquiry and fresh disposal. That, the Enquiry Officer vide it’s order dated
August 21, 2019 reduced the penalty amount to ₹0.1 lakhs and the balance amount of ₹1.03 lakhs was ordered
to be refunded to the Company. The matter is currently pending.

6. The Intelligence Inspector, Squad VI, Idukki at Kumily (“Inspector”), intercepted two vehicles belonging to
our Company, loaded with wind mill devices and found certain discrepancies in the documents in support.
Subsequently, the Inspector issued a notice dated May 30, 2016 under Section 47 of the Kerala Value Added
Tax Act, 2003 (“KVAT Act”) pointing out certain defects in the documents and demanded a security deposit
of ₹1.4 lakhs each. Subsequently, the Intelligence Officer, Commercial Taxes, Kottayam (“Enquiry
Officer”), converted the security deposit into penalty vide order dated December 20, 2017 under Section
47(6) read with Rule 67 of the KVAT Act (“Order”), alleging that the intention of our Company was to resell
the goods and evade payment of tax. Aggreived by the Order passed by the Enquiry Officer, our Company
had filed an appeal before the Assistant Commission (Appeals), State Goods and Services Tax Department,
Kottayam (“Assistant Commissioner”). The Assistant Commissioner vide its order dated November 30,
2019 reduced the penalty into a minimum penalty of ₹0.1 lakhs and directed the Enquiry Officer to revise the
penalty. The matter is presently pending before the Equiry Officer for revision of the penalty.

7. The Intelligence Inspector, Squad VI, Idukki at Kumily (“Inspector”), intercepted a vehicle belonging to our
Company, loaded with wind mill devices and found certain discrepancies in the documents in support.
Subsequently, the Inspector issued a notice dated June 29, 2016 under Section 47 of the Kerala Value Added
Tax Act, 2003 (“KVAT Act”) pointing out certain defects in the documents and demanded security deposit
of ₹2.7 lakhs. Subsequently, the Intelligence Officer, Commercial Taxes, Kottayam (“Enquiry Officer”),
converted the security deposit into penalty vide order dated December 20, 2017 under Section 47(6) read with
Rule 67 (7) of the KVAT Act (“Order”), alleging that the intention of our Company was to resell the goods
and evade payment of tax. Aggreived by the Order passed by the Enquiry Officer, our Company had filed an
appeal before the Assistant Commission (Appeals), State Goods and Services Tax Department, Kottayam
(“Assistant Commissioner”). The Assistant Commissioner vide its order dated November 30, 2019 reduced
the penalty into a minimum penalty of ₹0.1 lakhs and directed the Enquiry Officer to revise the penalty. The
matter is presently pending before the Equiry Officer for revision of the penalty.

8. The Intelligence Inspector, Squad VI, Idukki at Kumily (“Inspector”), intercepted a vehicle belonging to our
Company, loaded with wind mill devices and found certain discrepancies in the documents in support.
Subsequently, the Inspector issued a notice dated May 25, 2016 under Section 47 of the Kerala Value Added
Tax Act, 2003 (“KVAT Act”) pointing out certain defects in the documents and demanded security deposit
of ₹1.9 lakhs. Subsequently, the Intelligence Officer, Commercial Taxes, Kottayam (“Enquiry Officer”),
converted the security deposit into penalty vide order dated December 20, 2017 under Section 47(6) read with
Rule 67 (7) of the KVAT Act (“Order”), alleging that the intention of our Company was to resell the goods
and evade payment of tax. Aggrieved by the Order passed by the Enquiry Officer, our Company had filed an
appeal before the Assistant Commission (Appeals), State Goods and Services Tax Department, Kottayam
(“Assistant Commissioner”). The Assistant Commissioner vide its order dated November 30, 2019 reduced
the penalty into a minimum penalty of ₹0.1 lakhs and directed the Enquiry Officer to revise the penalty. The
matter is presently pending before the Equiry Officer for revision of the penalty.

9. State Tax Officer, Office of the State Tax officer, 2nd Circle, Kottayam on November 26, 2018 (“Authority”)
issued a notice (“Notice”) against our Company under Section 10 of the KVAT ACT, 2003 stating that our
Company has failed to deduct the TDS from the payment to the contractors as provided in the Notice and
instructed our Company to pay the tax of an amount to ₹41.68 lakhs. To this, our Company vide it’s letter
dated January 29, 2019 replied that our Company is not liable to deduct any TDS as the provisions of Section
10 of the KVAT ACT, 2003 is not applicable to the transactions undertaken by our Company and submitted
that the imposition of penalty is not warranted. However, proceedings before the Authority was initiated and
our Company vide order dated June 29, 2019 (“Order”) was directed to pay an amount of ₹63.51 lakhs
including the interest of an amount of ₹21.83 lakhs to the Authority. Consequently, our Company has filed a
reply stating that the Authority has erred in considering the submissions made by our Company and therefore,
requested the Authority to rectify the order passed on June 29, 2019. Aggrieved by the order dated June 29,

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 2019 passed by the Authority, our Company has filed a writ petition having W.P.(C) No. 33858 of 2019
(“Petition”) before the High Court of Kerala, at Ernakulam (“High Court”) for issuing a Writ of Mandamus
or such other writ, order or direction directing the Authority to consider and pass appropriate orders in
rectification application on merits and restraining the Authority from recovering the amounts under Order.
Subsequently, the High Court vide it’s judgement dated December 11, 2019 (“Judgement”), disposed of the
Writ Petition after directing the Authority to consider and pass orders on rectification application within a
period of one month from the date of receipt of a copy of Judgement, after hearing the Company. Further, the
Authority were also directed that the recovery steps pursuant to revenue recovery notice for recovery of the
amounts confirmed against the Company under the Order shall be kept in abeyance till such time the orders
is passed by the Authority. Subsequently, the Authority re-examined the matter pursuant to the Judgement
passed by High Court and passed an order on February 29, 2020, rejecting the rectification application on the
ground that the rectification application is not sustainable, therefore no rectification is required in the Order.
The matter is pending.

10. In furtherance to the show cause notice bearing number C. No. V/ST/15/194/2014 ST Adj 828/14 dated May
22, 2014, The Commissioner of Central Excise, Customs and Service Tax, Cochin vide an order bearing no.
COC-EXCUS-0000COM-075/14-15 dated February 27, 2015 (“Order”) directed Kosamattam Mathew K
Cherian Financiers Private Limited (“MKC Finance”) (since then merged with our Company vide an order
of the NCLT dated June 26, 2018) that on account of charging risk interest, token charges, postage and other
expenses over and above the rate of 18% interest on gold loan, which was held to be includible in the value
of the taxable service. Therefore in contravention of Section 68, 69, 70 and 78 of Finance Act, 1994 (“Act”),
read with Rule 6 of Service Tax Rules, 1994 (“Rules”) and other applicable provisions, MKC Finance was
directed to pay an amount to the tune of ₹139.10 lakhs towards unpaid service tax, along with ₹2.78 lakhs
being the education cess, ₹1.39 lakhs being the secondary and higher education cess, total amounting to
₹143.28 lakhs with interest and penalty of ₹0.10 lakhs while providing “Banking & other Finance Services”
for the period April, 2009 to June, 2012. MKC Finance has preferred an appeal no. ST/21302/2015-DB dated
June 9, 2015 before the Customs, Excise and Service Tax Appellate Tribunal, Bangalore (“Tribunal”) against
the Order (“Appeal”) praying for the Order to be set aside and the amount of ₹139.10 lakhs be included in
the taxable value under ‘Banking and Financing Services’ in terms of Section 67 of the Act read with Rule 6
of the Rules along with setting aside the imposition of penalty and other demands. The matter is currently
pending before the Tribunal.

11. Kosamattam Mathew K Cherian Financiers Private Limited (“MKC Finance”) (since then merged with our
Company vide an order of the NCLT dated June 26, 2018) has received a show cause notice bearing no.
106/2015/ST dated April 20, 2015 (“Notice”) from the Office of the Commissioner of Central Excise and
Customs, Cochin (“Authority”). The Notice was issued notifying MKC Finance of being in violation of
Section 68, 69 and 70 of the Finance Act, 1994 read with Service Tax Rules 1994 (“Act”) and directing that
services provided to customers from April 1, 2013 to March 31, 2014 for which MKC Finance received
consideration, is to be treated as taxable service along with the amount to the tune of ₹36.87 lakhs being the
leviable service tax, amount to the tune of ₹0.74 lakhs being the leviable education cess and amount to the
tune of ₹0.36 lakhs being the secondary and higher education cess on the taxable value of ₹307.25 lakhs,
along with imposition of penalty and interest is recoverable from MKC Finance. MKC Finance replied to the
Notice vide a letter dated July 2, 2015. The Authority passed an order dated December 29, 2015 confirming
the demand along with levying penalties of ₹3.79 lakhs for failure to pay service tax and ₹0.1 lakhs under
Section 77 of the Act. Our Company filed an appeal bearing number ST/20869/2016-DB dated May 31, 2016
before the Customs Excise and Service Tax Appellate Tribunal, Bangalore. The matter is currently pending.

12. Kosamattam Mathew K Cherian Financiers Private Limited (“MKC Finance”) (since then merged with our
Company vide an order of the NCLT dated June 26, 2018) has received a show cause notice bearing no.
307/2014/ST dated October 27, 2014 (“Notice”) from the Office of the Commissioner of Central Excise and
Customs, Cochin (“Authority”). The Notice was issued notifying MKC Finance to show cause as to why the
services provided by them to their customers from July 1, 2012 to March 31, 2013 for which MKC Finance
received consideration should not be considered to be services as defined under Section 65B(44) and 65B(51)
of the Finance Act, 1994 read with Service Tax Rules 1994 (“Act”) and consequently be subject to a levy of
₹64.35 lakhs as service tax, ₹1.29 lakhs as education cess and ₹0.64 lakhs as secondary and higher secondary
cess on the taxable value of ₹536.28 lakhs. Our Company replied to the Notice vide a letter dated December
6, 2014. The Authority passed an order dated December 29, 2015 confirming the demand along with levying
penalties of ₹6.63 lakhs for failure to pay service tax and ₹0.1 lakhs under Section 77 of the Act. Our Company
filed an appeal bearing number ST/20869/2016-DB dated May 31, 2016 before the Customs Excise and
Service Tax Appellate Tribunal, Bangalore. The matter is currently pending.

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13. Kosamattam Mathew K Cherian Financiers Private Limited (“MKC Finance”) (since then merged with our
Company vide an order of the NCLT dated June 26, 2018) has received a sow cause notice bearing no.
61/2017-18 ST (JC) dated February 22, 2018 (“Notice”) from the Office of the Commissioner of Central GST
and Central Excise, Thiruvananthapuram (“Authority”). The Notice was issued notifying MKC Finance of
being in violation of Section 68 and 70 of the Finance Act, 1994 read with Service Tax Rules 1994 (“Act”)
and directing that services provided to customers from April 1, 2015 to March 31, 2016 for which MKC
Finance received consideration, is to be treated as taxable service along with the amount to the tune of ₹58.30
lakhs being the leviable service tax, amount to the tune of ₹0.06 lakhs being the leviable education cess and
amount to the tune of ₹0.03 lakhs being the secondary and higher education cess and amount to the tune of
₹0.88 lakhs being the Swatch Bharat Cess totalling to ₹59.28 lakhs on the taxable value of ₹420.25 lakhs,
along with imposition of penalty and interest is recoverable from MKC Finance. MKC Finance replied to the
Notice vide a letter dated May 5, 2018. Subsequently, the Authority vide its order dated July 16, 2018
demanded ₹0.06 lakhs being the leviable service tax, amount to the tune of ₹0.001 lakhs being the leviable
education cess and amount to the tune of ₹0.0006 lakhs being the secondary and higher education cess along
with penalty aggregating to ₹0.01 lakhs. Our Company has filed an appeal dated October 10, 2018
(“Appeal”), against the order of the Authority to set aside the impugned Order, demand of service tax and
interest and the penalty levied. Subsequently, vide order dated September 14, 2020, the Commissioner
(Appeals) rejected the Appeal filed by our Company against the order of the Authority. Subsequently, our
Company paid a penalty of ₹13,111. The matter is currently pending.

14. Our Company has received a show cause notice bearing no. 22/2018-19/ST (Commissioner) dated March 31,
2019 (“Notice”) from the Office of the Commissioner of Central GST and Central Excise,
Thiruvananthapuram (“Authority”). The Notice was issued by the Authority notifying our Company of being
in violation of Sections 68 and 70 of the Finance Act, 1994 read with Rules 6 and 7 of Service Tax Rules,
1994 (“Act”) and called upon our Company to show cause as to why (i) a sum of ₹7743.22 lakhs collected in
excess of 18% per annum from the gold loan customers accounted as interest on gold loan account, should
not be included in the value of taxable services rendered by us during the period from April 01, 2016 to
September 30, 2017 (“Taxable Period”) and assessed to service tax at the appropriate rate; (ii) the differential
service tax amounting to ₹1084.05 lakhs, swach bharat cess amounting to ₹38.72 lakhs and krishi kalyan cess
amounting to ₹34.01 lakhs and total tax amounting to ₹1156.77 lakhs for the Taxable Period should not be
demanded under Section 73(1) of the Finance Act, 1994; (iii) the interest as applicable should not be
demanded for late payment of tax under Section 75 of the Finance Act, 1994; (iv) the penalty should not be
imposed on us under Section 76 of the Finance Act, 1994 for the violation of Section 68 read with Rule 6 of
the Service Tax Rules, 1994; (v) the penalty should not be imposed on us under Section 77(2) for violation
of Section 70 of the Finance Act, 1994 by failing to assess the tax liability correctly and by failing to file the
returns correctly with the jurisdictional Superintendent of the Central Excise for which no penalty is specially
provided elsewhere in the Finance Act, 1994. The matter is currently pending.

15. Our Company has filed an appeal before the High Court of Kerala bearing e-filing no. EF-HCK-2022-035587
against the final order no. A/20012-20018/2022 dated February 1, 2022 (“Order”) passed by the Customs,
Excise & Service Tax Appellate Tribunal, Bangalore (“Tribunal”). Our Company has alleged that, in the
said Order the Tribunal has wrongly demanded allowance of service tax on money transfer service along with
interest. Our Company has prayed for setting aside the said Order. The matter is currently pending.

Statutory and Regulatory Proceedings against our Company

Our Company has received the RBI Inspection Letter wherein the RBI has observed certain irregularities and
deficiencies in relation to our money changing business, such as unavailability of the declaration by the Directors
on ‘fit and proper criteria’ as on March 31, 2016; failure to submit the annual statement showing foreign currency
as written-off as on March 31, 2016; non-conformity of application cum declaration format used for sale for
foreign exchange with instructions issued by the RBI; unavailability of statutory auditor’s certificate on
compliance with KYC/AML/CFT guidelines; and non-submission of audited balance sheet and NOF certificate
as on March 31, 2016. Consequently, our Company has been directed by the RBI to take necessary action and
rectification, and to submit a compliance report within a period of 30 days from the date of receipt of the RBI
Inspection Letter.

Our Company has responded to the RBI vide a letter dated August 12, 2016, wherein our Company has
categorically addressed the concerns raised by the RBI. Subsequently, the RBI, vide letters dated September 20,
2016 and November 30, 2016 directed our Company to rectify deficiencies detected during the RBI inspection.

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Our Company vide its letter dated December 15, 2016 confirmed compliance with the instructions regarding the
application cum declaration form and submitted date wise data of forex purchased and sold by its authorised
branches for period from November 8, 2016 to November 30, 2016. The matter is currently pending.

Criminal Cases

1. The Kanakapura Police had registered a FIR bearing no. 35 of 2022 against one Govindappa who was an
employee of Co-Operative Marketing Society for stealing gold ornaments from the Co-Operative Marketing
Society. Our Company claims that the said Govidappa had availed certain credit facilities from our Company
towards which certain gold ornaments were pledged by him towards security with our Company. On March
31, 2022, the circle inspector of Kanakapura Police Station seized all the gold ornaments pledged with our
Company by Govindappa amounting to ₹28.58 lakhs alleging that the gold ornaments pledged by Govindappa
with our Company were stolen from Co-operative Marketing Society. Our Company has vide its letter dated
April 8, 2022 reported the fraud bearing Fraud No. KFLK22020001 along with the FMR – 1 to the Reserve
Bank of India. The matter is currently under investigation.

Civil Cases

1. K.V. Chakrvarthi, Enquiry Officer (“Authority”) issued summons dated December 16, 2014 (“Summons”)
to our Company’s branch managers of the Madukkarai branch, Othakamandapam Branch and Kuruchi
Branch directing our Company to hand over the possession of allegedly misappropriated jewels of the
member/public who mortgaged the said jewels in K.746 Othakalmandapam Chittipalayam Primary
Agriculture Cooperative Society Limited and which were allegedly misappropriated and re-mortgaged with
our Company. The Authority issued another summon dated December 19, 2014 (“Summons 1”) to our
Company stating that non-compliance of the Summons will attract legal action as per law. Subsequently, the
Authority filed a suit in the Court of Judicial Magistrate No. IV, where the court directed the branch managers
to deliver the possession of the said jewels (“Order”). The Authority on December 23, 2014 seized 1358.8
grams of gold worth ₹26.81 lakhs from the Madukkarai branch, 2996.7 grams of gold worth ₹59.89 lakhs
from the Othakkalmandapam Branch and 727.8 grams of gold worth ₹14.26 lakhs form the Kuruchi Branch.
Our Company has filed a complaint dated January 12, 2015 with the Deputy Registrar of Co-operative society,
against the Authority and the seizure of the said jewels. Our Company preferred an appeal against the Order,
vide a writ petition dated November 23, 2015 (“Writ Petition”) against the branch manager of Muthoot
Finance, Sundapuram Branch, the branch manager of Muthoot Finance, Kinathukadavu Branch, the branch
manager of Muthoot Finance, Malumichampatti Branch, and the Authority, stating that the Order was against
the order of natural justice and that the appointment of the Authority was bad in law. The Writ Petition
therefore prayed for a stay on all proceedings of the Order. The matter is presently pending.

2. Insight Project Management Consultants (“Plaintiff”) filed a plaint dated November 28, 2014 against Shriram
EPC Limited and our Company (“Defendants”) before the Munsiff’s Court, Kattapana (“Court”) under
Section 26, Order VII Rule 1 of the Civil Procedure Code, 1908 (“CPC”) praying inter alia for granting a
permanent prohibitory injunction and restraining the Defendants from recovering possession of the disputed
property by force. The Plaintiff subsequently filed an affidavit dated October 1, 2017 under Order VI Rule
17 of the CPC to amend the plaint incorporating relief of damages to the tune of ₹41.45 lakhs (“Application
for Amendment”). Thereafter, the Court passed an order dated July 16, 2018 (“Order”) dismissing the
Application for Amendment. Subsequently, the Plaintiff filed a petition dated August 14, 2018 against the
Defendants (“Petition”) before the High Court of Kerala against the Order of the Court. Our Company has
filed a counter affidavit dated October 29, 2018 against Petition. That, the High Court of Kerala vide an order
dated February 05, 2019 allowed the Application for Amendment and set aside the aforesaid Order and also,
allowed the original petition for further proceedings. Subsequently the Plaintiff has filed an amended plaint
vide OS 33/19 before the Sub Court, Kattappana for want of pecuniary jurisdiction. The matter is currently
pending.

3. V. Achuthan (“Plaintiff”) has filed a plaint having O.S. No. 226/2019 on November 25, 2019 against our
Company (“Defendant 1”) and Vatakara Branch Manager (“Defendant 2” together with Defendant 1
“Defendants”) before the Munsif Court, Vatakara (“Court”) under Section 26 Order 7 Rule 1 of code of
Civil Procedure 1908. The Plaintiff had on June 27, 2018, availed a loan of ₹ 0.21 lakhs by pledging two gold
rings weighing together 9.90 grams from Defendant 2. In the present matter, the Plaintiff has alleged that the
Defendants had illegal sold his ornaments without any intimation. The Defendants had received a summons
to appear before Court on January 01, 2020. The matter is currently pending.

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4. Lakshminarayan (“Plaintiff”) filed a petition dated July 5, 2018 bearing number O.S. No. 78 of 2018
(“Petition”) against our Company before the Sub Judge’s Court, Kottayam (“Court”) under Section 26 read
with Order VII Rule 1 of the Code of Civil Procedure, 1908 praying for the realization of ₹10.16 lakhs with
interest, realization of costs from the suit and any other relief the Court deems fit. It was alleged that our
Company along with the turn key contractor Shriram EPC Limited colluded to avoid payment of cost to the
Plaintiff for the new private road constructed as well as cost by settlement of contractual obligations.
Additionally, it was alleged that our Company defaulted in payment commitments in connection with the
civil works contract citing reasons of violation of the date of completion of the project and terminating the
civil works contract extended to the Plaintiff. That, the Court vide its order dated July 15, 2019 rejected the
plaint on the ground of the failure of the Plaintiff to deposit the balance court fee with the Court. Subsequently,
the Plaitntiff appealed before the District Court, Kottayam praying to remand back the matter before the Court
and the matter to be disposed afresh. The Court of the Principal District judge, Kottayam vide its order dated
October 30, 2019, remanded the case to the Court below for adjudication on merits and transferred to
Commercial Court Kottayam and numbered as CS135/2022. The Commercial Court, Kottayam disposed the
petition C.S 135/2022 vide order dated 23.08.2023 and dismissed the petition with cost. The petitioner filed
an appeal before the District Court Kottayam in Appeal No.CA5/2024 and the matter is currently pending.

5. Sri John Thomas former R.M ,Chengannoor filed a petition No.C.C No.79/2022 before the consumer dispute
redressal forum Alappuzha in connection with the interest payment of Perpetual debt instruments (“PDI or
Megha bond”). The C.D.R.F Alappuzha Allowed the petition and the company filed an appeal before the
State Consumer Redressal Commission vide Appeal No.218/2023 and the matter is pending.

6. Sri.Jacob B Karottu a client filed a petition in C.C No.132/2022 before the Consumer Dispute redressal forum,
Pathanamthitta in connection with the interest payment of Perpetual debt instruments (“PDI or Megha bond”).
The C.D.R.F. Pathanamthitta allowed the petition and the company filed an appeal before the State Consumer
Redressal Commission vide Appeal No.653/2023 and the matter is pending.

7. Sri. Thomas B Karikottu a client filed a petition in C.C No.131/2022 before the Consumer Dispute redressal
forum, Pathanamthitta in connection with the interest payment of Perpetual debt instruments (“PDI or Megha
bond”). The C.D.R.F. Pathanamthitta allowed the petition and the Company filed an appeal before the State
Consumer RedressalCommission vide Appeal No.639/2023 and the matter is pending.

8. Smt.Liji Philip an investor filed a petition in C.C No.205/2022 before the Consumer Dispute redressal forum,
Kollam in connection with the interest payment of Perpetual debt instruments (“PDI or Megha bond”). The
Company filed a WPC No.7195 before the Hon’ble High Court of Kerala and prayed to quash the proceedings
in CC No,205/2022 since the petition has not coming under the purview of the consumer protection act. The
Hon’ble High Court issued direction to the C.D.R.F. Pathanamthitta to consider the objections raised by the
petitioner before issuing the order. But the C.D.R.F. allowed the petition without adhere the direction of the
Hon’ble High Court and the Company again approached the High Court Vide WPC 42680 of 2023 and
honable high court quash the judgment and directed the C.D.R.F. to dispose the petition considering the Ext.
filed by the Company and the matter is pending.

9. Sri. Mathew George , an Investor filed a petition in C.C No.197/2022 before the Consumer Dispute redressal
forum, Pathanamthitta in connection with the interest payment of Perpetual debt instruments (“PDI or Megha
bond”). The Company filed written version that the C.D.R.F. has no jurisdiction to consider the case, since
the petition has not coming under the purview of the consumer protection Act. In this connection Company
filed a W.P.C. No.14945 of 2023 before the Hon’ble High Court of Kerala and prayed to quash the
proceedings in CC No,197/2022. The Hon’ble High Court issued direction to the C.D.R.F. Pathanamthitta
to consider the objections raised by the petitioner before issuing the order. But the C.D.R.F. allowed the
petition without adhere the direction of the Highcourt and the Company again approached the High Court
Vide WPC 43624 of 2023 and the matter is pending.

Labour Cases

1. The Assistant Labour Officer, Kozhikode II circle (“Authority”) conducted an inspection on October 17,
2015 at our branch office and issued a demand notice dated December 01, 2015 (“Notice”) under Section
20(2) of Minimum Wages Act, 1948 demanding arrears of minimum wages as stated in the Notice and for
that purpose. Further, a case has been registered before Deputy Labour Commissioner, Kozhikode bearing

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 case no. No. MCPNo.14/16 (“Claim Petition”) in relation to arrears of minimum wages. Our Company vide
letter dated February 14, 2019 has submitted their objection in the Claim Petition and prayed that the
Authority be pleased to reject the Claim Petition as the same is not maintainable. The matter is currently
pending.

2. Sri John Thomas former R.M, Chengannoor filed an application dated February 10, 2023 before the
controlling authority under the Payment of Gratuity Act, 1972 (Deputy Labour Commissioner
Kottayam(“Authority”) alleging that he was entitled to gratuity from the Company under the Payment of
Gratuity Act, 1972. The Authority vide notice dated March 7, 2023 demanding appearance of our Company
to address the application. Our Company refuted the claim by filing a counter statement dated October 4,
2023 claiming the Applicant has no continues service as claimed in the application and the eligible gratuity
duly disbursed to him after the termination of his service. The matter is currently pending.

Potential litigations against our Company

Nil

Litigations by our Company

Criminal cases

1. Our Company (“Complainant”) has filed a first information report, bearing no 366/15 dated June 13, 2015
(“FIR”) against Vinod. K. John (Branch manager) (“Accused”) at Gudallur police station, for criminal
misappropriation of funds amounting to ₹2.5 lakhs by facilitation of fake and forged pledging. The customer
remitted ₹2.5 lakhs on June 18, 2015 against the above pledge, which was honoured by our Company, on
account of maintenance of customer relationship. Our Company has also reported details of the
misappropriation to the RBI vide Fraud no. KFLK 15020003. The matter is pending for investigation by the
Police.

2. Our Company, through its regional manager, Sankara Narayanan (“Complainant”) has registered a first
information report bearing no. 70/2015 dated March 10, 2015 (“FIR”) against Rameshkannan (Manager) and
Remalakshmi (together referred to as the “Accused”) before the Thovalai Police Station under Section 390
of the Indian Penal Code. Our Company claims that the Accused had stolen one of the Gold packets (GL No:
-7475) worth ₹4.16 lakhs, from our Company. All the gold packets were in order on the date of verification
by the Appraiser on December 30, 2014 and the missing packet was found on January 02, 2015. Our Company
has also reported details of the missing packets to the RBI vide Fraud no. KFLK15020002. The matter is
pending for investigation by the Police.

3. Our Company has filed a first information report No. 548 dated October 9, 2013 (“FIR”) at Khajuri Khas
Police Station against unknown accused for offences under Sections 397/34 of the Indian Penal Code, 1860
and 25/27 of the Arms Act, 1959. Gold ornaments amounting to a total value of ₹6.40 lakhs were stolen from
the Bhajanpura branch of our Company in New Delhi by two unknown persons. Our Company has also
reported details of the robbery to the RBI. The matter is pending for investigation by the Police.

4. Our Company, through its branch manager has registered a FIR against Robin and Roni (together referred to
as the “Accused”) before the Chenkalpattu Police Station under Section 409, 420, 468, 471 of the Indian
Penal Code. Our Company claims that the Accused has stolen ₹3.24 lakhs and cheated rent amount for ₹0.56
lakhs and further pledged spurious gold of about 12,176 grams and misappropriated ₹23.89 lakhs from our
Company. The matter is under police investigation and an application for bail by the Accused was rejected
by the Judicial Magistrate No. II, Chengalpattu vide order dated September 12, 2014. The matter has been
reported to RBI for deficiency of funds at the branch vide Fraud no. KLF K 14030001 dated September 19,
2014. Further, our Company filed a petition 28442 of 2015 before the Madras High Court (“Court”) against
the Inspector of Police (“Department”) under Section 482 of the Criminal Procedure Code, 1973
(“Petition”). Vide the Petition our Company requested the Court to direct Department to file a final report in
this matter, within a stipulated time period. The Court vide an order dated November 25, 2015, directed the
Department to file the final report as expeditiously as possible. Chargesheet has been issued and the accused
is summoned for signature verification. The matter is currently pending.

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5. Our Company through Sherly Joseph, Area Manager of our Company (“Complainant”) filed a FIR bearing
no 0211/2014 dated April 09, 2014 against its employees of the Bangalore, Ayyapa nagar branch of the
Company, namely Binu K Sam and Ajitha P.P (“Accused”) for criminal misappropriation of funds amounting
to ₹12.50 lakhs by drawing the sum through a cheque under false pretence. The matter is under investigation
and the cash shortage caused due to the misappropriation has been reported to RBI vide Fraud no. KLF K
14020001 dated May 09, 2014. Matter is currently pending.

6. Our Company through Sherly Joseph, Area Manager of our Company (“Complainant”) has filed a FIR
bearing no 0123/2014 dated April 15, 2014 against its employees at the Shivaji Nagar, Bangalore Branch
namely, Anuradha Rajan and Shiny Samuel and a customer, Uma Bhaskar, (“Accused”) for criminal
misappropriation of funds amounting to ₹10.04 lakhs by facilitation of pledging spurious gold by the Accused
customer. The matter is under investigation and the cash shortage caused due to the misappropriation has
been reported to RBI vide Fraud no. KLF K 14020002 dated May 09, 2014. Matter is currently pending.

7. Our Company through Simon P.S, Manager of the Thripunithura Branch (“Complainant”) has filed a FIR
bearing no 0718/2014 dated April 15, 2014 against a customer Radhalakshmi (“Accused”) for pledging
spurious gold for a loan amounting to ₹2.82 lakhs. The matter is under investigation and the cash shortage
caused due to the misappropriation has been reported to RBI vide Fraud no. KLF K 14020003 dated May 14,
2014. Subsequently, the case has been transferred to the court of the Additional Judicial Magistrate, first
class, bearing CC Number 2151/15. The matter is currently pending.

8. Our Company through Sherly Joseph, Area Manager of the Company (“Complainant”) has filed a FIR
bearing no 220/2014 dated October 17, 2014 against Rajajinagar, Bangalore Branch Manager and Joint
Custodian and customers Vimal Kumar and Ganesh Rao, (“Accused”) on September 25, 2014 for criminal
misappropriation of funds amounting to ₹99,45,000 by facilitation of fake and forged pledging. The Customer
remitted ₹28.50 lakhs on October 13, 2014 against the above pledge. The matter is under investigation and
the cash shortage of ₹66.95 lakhs caused due to the misappropriation has been reported to RBI vide Fraud
no. KLF K 14040001 dated November 15, 2014. Our Company filed a writ petition bearing number W.P
9829/2015 dated March 10, 2015, before the High Court of Karnataka seeking the transfer of the matter to
the Criminal Investigation Department (CID) and for issuance of a writ of mandamus to direct the Police
department to conduct a fair, impartial and speedy investigation. Subsequently, on October 7, 2016, our
Company filed a suit of recovery before the City Civil Judge, Bangalore seeking an amount of ₹125.38 lakhs
from the Accused, being losses incurred due to the outstanding loan and expenses in their efforts to recover
the loan. The matter is currently pending.

9. Our Company filed a complaint with the Periyakalpet Police station against our Periyakalpet branch’s
manager for misappropriation of cash to the tune of ₹6.18 lakhs for the Company. Our Company is in the
process of settling the matter. Fraud has been reported to the RBI on April 21, 2016 vide Fraud no.
KFLK16020002. The matter is currently pending.

10. Our Company filed a FIR bearing number 08/16 dated March 29, 2016, with the District Crime Branch,
Dindigal, Tamil Nadu, against our branch manager M. Dharmendran at Guziliamparai (“Accused”). Vide the
FIR, our Company has alleged that the Accused pledged spurious ornaments to a tune of ₹18.84 lakhs, under
the name of existing customers. The matter is currently under investigation and our Company has reported it
to RBI vide Fraud no. KFLK16020001. The matter has been referred to the mediation centre attached to the
Madurai Bench of the Madras High Court. The matter is currently pending.

11. Our Company filed a FIR bearing number 60/16 dated January 31, 2016 with the Vadasery Police Station,
Kanniyakumari District, against Biju Chacko (“Accused”). Vide the FIR, our Company alleged that the
Accused misappropriated jewellery from our Company’s Kulasekaram branch to the tune of ₹80.30 lakhs.
The matter is under investigation and has been reported to RBI vide Fraud no. KFLK16010001. That,
2,563.250 grams of gold has been recovered by the Police and produced before Vadsserry Sessions Court.
Return of property has been filed for restoring the same. Investigation in process for balance recovery of gold
(1,600.50 grams). The matter is currently pending.

12. Our Company filed an FIR bearing No. 800/30/08/2016 (“Complaint”), under Section 379 of the Indian
Penal Code, against the staff of our Company’s Poyampalayam branch, Annalaksmi (“Accused”). In the
Complaint, our Company alleged that the Accused, after withdrawing ₹1.71 lakhs from a bank, for official
purposes, returned with only ₹0.21 lakhs and the rest of the amount of ₹1.5 lakhs was unaccounted and was
stolen by the Accused. The matter is currently under investigation and is pending.

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13. Our Company, Branch Executive of our Company, filed an FIR bearing No. 0373/2017 dated October 28,
2017 with the Mansarovar Park Police Station, New Delhi against three unknown persons (“Accused”) under
Section 392, 397 and 34 of the Indian Penal Code and Section 27 of the Arms Act 1959. Vide the FIR, Our
Company alleged that the Accused stole gold ornaments weighing 21.6 grams worth ₹0.42 lakhs and cash to
the tune of ₹0.97 lakhs from the Durgapuri Branch. The matter is currently pending.

14. Our Company filed a complaint dated November 1, 2017 with the Sarjapura Road, Bellandur Police Station
against Vinod Kumar, an employee of our Company (“Accused”). In the Complaint, our Company alleged
that ₹2 lakhs had been misappropriated by the Accused from our Company’s Kasavanahally branch,
Bangalore. The matter is under investigation and has been reported to RBI on November 15, 2017 vide Fraud
no. KFLK17040001. The matter is currently pending.

15. Our Company filed an FIR bearing No.0283/2017 dated December 13, 2017 (“Complaint”) with the
Changaramkulam Police Station, Malappuram against C.P Ajesh Branch Manager and staff members
Manjusha Gopalakrishnan and Sobha K.B of our Company’s Edappal branch (collectively the “Accused”).
In the Complaint, our Company alleged that the Accused stole gold ornaments pledged by various customers
weighing total of 3,349.2 grams worth ₹69.22 lakhs. The matter is under investigation and has been reported
to the RBI on January 3, 2018 vide Fraud No. KFLK18010001. Police recovered part of the gold and produced
before the court. Return of property has been filed for the same. The matter is currently pending.

16. Our Company filed an FIR bearing No.983/2017 dated June 8, 2018 (“Complaint”) with the Avaniyapuram
Police Station, Madurai against Arockiya Lenin, manager of our Company’s Villapuram branch (“Accused”).
In the Complaint, our Company alleged that the Accused had forged signatures, cheated and misappropriated
₹2 lakhs from our Company’s Villapuram branch. The matter is under investigation and has been reported to
the RBI on April 18, 2018 vide Fraud No. KFLK18020001. The matter is currently pending.

17. Kosamattam Mathew K. Cherian Financiers Private Limited (since then merged with our Company vide an
order of the NCLT dated June 26, 2018) through its employee Arun TM has lodged a FIR 504 dated December
07, 2010 before the Vandiperiyar Police Station against Faizal TA and Shainy Saji Joseph (together referred
to as the “Accused”) alleging inter-alia pledging of spurious gold numbering to 21 for ₹30 lakhs and for
cheating. The matter is currently pending.

18. Our Company filed a complaint before the Superintendent of Police, Virudhanagar District, Tamil Nadu on
December 23, 2019 against the manager and other two staff members of our Company’s Watrap branch of
(“Accused”). In the Complaint, our Company alleged that the Accused had cheated, forged, and
misappropriated ₹8.61 lakhs from our Company’s Watrap branch. The matter is currently pending.

19. Our Company filed a complaint before the Sub-Inspector of Police, Anekal Police Station, Banglore Rural
District on January 22, 2021 against the branch manager and other 3 staff members of our Company’s Anekal
branch (“Accused’s”). In the Complaint, our Company has alleged that the appraisers Laxminarayanan and
Sandeepkumar (“Appraisers”) visited the Anekal branch on January 18, 2021 for periodical audit. Pursuant
to the periodical audit, the Appraiser found that spurious ornaments amounting to ₹ 52.61 lakhs were
misappropriated by the Accused. On further verification it was found that gold loan are escalated to the extent
of ₹ 42.35 lakhs by editing the original pledge amount and the difference amounts are misappropriated by the
Accused’s. The Accused has misappropriated a total amount of ₹ 94.96 lakhs. The matter is currently pending.

20. Our Company has filed a complaint before the Senior Police Inspector, Raopura Police Station, Baroda on
December 19, 2020 against branch manager and other 1 staff member of our Company’s Maneja branch
(“Accuseds”). In the Complaint, our Company has alleged that the Accused has pledged the gold loans in the
name of various customers without the knowledge of the customers and from September 25, 2020 to
September 26, 2020, the accused has pledged and released some accounts without the signature and presence
of customers. It also alleged that the Accused were indulged personally and committed criminal conspiracy,
criminal breach of trust and illegal misappropriation causing financial loss to the tune of ₹25.75 lakhs to the
Company. The matter is currently pending.

21. Our Company filed a complaint before the Raopura Police Station on December 28, 2020 against the branch
manager and other 1 staff member of our Company’s Dandiya Bazar branch (“Accuseds” together with our
Company referred to as “Parties”). In the Complaint, our Company has alleged that during the time of internal
audit in Dandiya Bazar Branch on December 26, 2020, our Company found that the Accused has

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 misappropriated amount to the extent of ₹5.08 lakhs. Our Company through authorised representative and
the Accused have entered into an agreement dated January 11, 2020 (“Settlement Agreement”) wherein, the
Accused has undertaken to restore/ pay ₹4.52 lakhs (“Settlement Amount”) to our Company on or before
March 30, 2021. Post the receipt of the Settlement Amount it has been decided that our Company shall
withdraw the complaint. The Parties are presently acting as per the settlement terms as mentioned in the
Settlement Agreement. The matter is currently pending.

22. Our Company filed a CRI Case No. 472/2021 before the Court of Additional Chief Metropolitan Magistrate
Court No. 13 of Ahmedabad (“Court”) against Amit Sanjivkumar Soni, Aarti Sanjivkumar Soni, Kajal
Sanjivkumar Soni, Radhaben Sanjivkumar Soni, Sanjiv, Ramkishan Soni, Hariprakash Subhasbhai Rajput,
Bhagwandin Rajaram Kushwah, Rohit Sureshchandra Soni, Vikas Rakeshkumar Soni, and Ashish Vakheda
under section 156 of Criminal Procedure Code 1973. Under this matter Amit Sanjivkumar Soni along with
Aarti Sanjivkumar Soni, Kajal Sanjivkumar Soni, Radhaben Sanjivkumar Soni, Sanjiv, Ramkishan Soni,
Hariprakash Subhasbhai Rajput, Bhagwandin Rajaram Kushwah, Rohit Sureshchandra Soni and Vikas
Rakeshkumar Soni (“Accused”) had pledged the gold ornaments amounting to ₹ 333.20 lakhs on various
dates in 2019 and 2020. On appraisal it was found that the said ornaments might not pure. When customers
are informed, they are of the opinion that ornaments are of requisite purity and the ornaments were reappraised
and found to be of low purity. Our Company had demanded several times legal amount form the Accused;
however, our Company did not get any result and therefore our Company gave an advertisement in newpaper
and auctioned the ornaments with loss of ₹222 lakhs. Therefore, being aggrieved by the conspiracy done by
the Accused, our Company filed this present complaint before the Court. The matter is presently pending
before the Court.

23. A First Information Report bearing no. 0214 of 2021 dated September 25, 2021 before Konakunde police
station against Branch Manager Dayananda swamy.J, Usha R and Manjunath. S (“Accused”) for pleding
spurious gold amounting of ₹132.58 lakhs /- in the name of different Customers by using their KYC without
their knowledge. Company has recovered ₹ 49.18 lakhs so far. The matter is currently pending.

24. On March 31, 2022, Circle Inspector of Kanakapura Police station, seized all the Ornaments comprised In
the pledges amounting to ₹ 28, 58,265 made by one Mr Govindappa alleging that the said gold ornaments
were stolen from a Co-op marketing Society in which he was also an employee. Police filed FIR in its original
case.(FIR No :-35/22 dated 25/03/22).The incident was reported to the Reserve Bank of India on 07-04-2022.

25. A First Information bearing no. 0505 of 2022 was filed by the Mathilakam Police Station on complaint made
by Seena on April 4, 2022 against unknown persons under section 392 and 34 of the Indian Penal Code, 1860
for snatching gold neck chain amounting to ₹ 1,92,000. On July 21, 2022, Sub Inspector of Mathilakam Police
Station seized all the ornaments amounting to ₹ 1,35,300 pledged by Sidhique M.S. with our Company
alleging that the said ornaments were snatched from a Seena based on the FIR No. 0505 of 2022 dated July
4, 2022. The matter is currently pending.

26. A gold appraisal conducted at Kasavanahally Branch, on August 19, 2022 revealed that customer Puthota
Stephen Raj pledged ornaments valued at ₹ 1,20,000 on June 15, 2022 The ornaments were gifted by his
immediate relative. The customer committed to resolving outstanding issues by September 30. 2022. The
transaction was reported to RBI on August 31, 2022

27. During our periodical appraisal of gold ornaments on August 30,2022 at Nasik Jail Road branch, It is observed
that two pledges amounting to ₹1,68,000/- and ₹73,500/- found to be spurious in nature. Branch in charge
Ms. Jesita Pillai colluded with customers and made the pledge. Fraud was reported to police on September
1,2022.

28. During our periodical gold appraisal at Panchavati Branch on August 31,2022, it is observed that Dhashri has
made a pledge of ₹3,28,000/- and found as spurious. Branch in charge Mr. Swapnil Dixit colluded with
customers and made the pledge. Fraud was reported to police on September 3,2022.The amount was fully
recovered.

29. In Kamanhally Branch, aa a part of our periodical gold verification on September 15, 2022, a pledge
amounting to ₹ 1,46,000 has been found the nature of spurious. (GL no. 23331) and having some good gold.
Reported to RBI on September 29, 2022.

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30. A customer named Ramar made a pledge of 4 Bangles amounting to ₹ 1,50,000 at our Thurayur Branch on
October 11, 2022 and subsequently on detailed appraisal, ornaments found to be spurious in nature. Reported
to RBI on 20/12/2022. On January 7, 2023, at Hindupur Branch, T. Narasipura Circle Inspector of Police
seized all the ornaments compraised in the pledges of Dilshad and Sahira amounting to ₹89,000/- and
₹1,48,000/- respectively. alleging that the said ornaments are theft articles. (Crime No. 300/22 dated August
22,2022).

31. On January 24, 2023, at Dr. A.S. Rao Nagar branch, Inspector of Police Adibatla Police Station seized the
ornaments of 28.6gms comprised in the pledge no. 6319 (₹1,04,000/-) alleging that the said ornaments are
theft articles, based on the FIR No. 46/2023 dated January 23, 2023 filed at Adibatla Polics Stations.

32. On February 1, 2023 at Gudalloor branch, Sub Inspector of Thankamani Police Station seized all the
ornaments compraised in the pledge amounting to ₹1,95,000/- made by Sundharapandian alleging that the
said ornaments are stolen from a third party, based on FIR No. 042/2023 dated January 16,2023 filed at
Thankamani Police Stations. The amount recovered so far is ₹ 1,00,000/- and the matter is still pending.

33. During our detailed Audit Appraisal and Vigilance verification at Eluru branch, it was observed and reported
by Aera Manager Kishore Babu that the Branch Manager Avinash Kumar K, Joint custodian Thalitha along
with the branch executive Sivakumary, pledged spurious ornaments to the extent of ₹4,93,100/- and
misappropriated an amount to the tune of ₹3,12,773/- and shared the proceeds among them personally. Total
amount ₹8,05,873/-. KYC documents and signature of the customers are forged by the above 3 persons
jointly. Reported to the Police on January 1,2023 and FIR got filed on FIR No. 36/2023 dated January
30,2023.

34. As per the Area Manager Karthikeyan's Report, Branch Manager of Sethiathope branch, Mr. Sathyaseelan
has stolen ₹14,49,914/- out of the amount given for depositing in the Bank A/c. Also, he pledged spurious
ornaments in two pledges without the knowledge of the Customers amounting to ₹1,15,000/- (Gl No. 22280)
and ₹95,000/- (Gl. No. 22494). Made a police complaint to District Crime Branch, Cuddalore and Police filed
FIR (FIR No. 8/2023 dated March 29,2023).

35. One Esteru Rani Mudda had pledged ornaments at Kandukkur on May 24,2022 and August 18,2022 vide GL
Nos. 2803 and 3170 amounting to ₹70,000/- and ₹1,14,300/- respectively having complied all KYC
guidelines of the Company. On March 18,2023, Sub Inspector of Police, Narsingi Police Station, CYB, seized
the above ornaments alleging that the said ornaments were stolen from two different places as per FIR No.
957/22 and 13/2022.

36. On May 22,2023, Area Manager Mr. Kishore Babu visited the Cherukappally Branch and as per his report
₹9,68,607/- found short. Branch Manager P. Srinivasa Rao and Joint custodian Raghu Prakasa jointly
misappropriated the amount and 3 gold packets amounting to ₹2,37,800/- also found missing. Detailed
appraisal was conducted and confirmed the same. A preliminary Police complaint was made on May 25, 2023
alleging that the above two are the responsible persons for the total loss. Total amount of misappropriation
was ₹12,06,407/-. Verification of documents and Inspection concluded on May 27, 2023. Police filed FIR
against FIR No. 118/2023 dated June 10,2023.

37. On June 9,2023, Sub inspector of Police, Upper Coonoor, seized the ornaments pledged in the GL No. 18987
and 18988 by Arokiya Mary, at Coonoor II branch amounting to ₹3,16,500/- alleging that the said ornaments
are stolen from a third party (As per FIR No. 67/2023 dated June 05,2023).

38. As per Regional Office Manager's visit Report of Perumbilavu branch dated June 2, 2023, Branch Executives
Adithyan K V and Jithin N V have withdrawn ₹10,00,000/- from South Indian Bank, Kadavallore on June
01, 2023 as directed by Branch Manager Mrs. Jalaja. On the same day, they reported that the amount has
been lost with unjustified reasons. Police complaint has been filed with Kunnamkulam Police station after
conducting an internal enquiry by Vigilance Officer in this regard. Also verified the CCTV footage from
nearby shops enroute from bank to branch. (FIR No. 0763/2023 dated June 09, 2023). Amount has been
recovered in full and Claim petition has been filed with Munsiff court, Kunnamkulam.

39. On June 24,2023, Sub Inspector of Byadarahalli Police station, visited the Kollegala branch and seized the
ornaments pledged in Gl No. 23878 dated June 08, 2023 by Mr. Martin John F amounting to ₹1,99,990/-
alleging that the said ornaments were theft articles. Police filed FIR No. 0316/2023 dated June 07, 2023.
Investigation is in progress.

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40. On February 22, 2023, Mr. Salim Munnakhan pledged ornaments against GL NO 16886 for ₹ 1,48,000. On
June 19,2023, Sub Inspector of Halavagilu Police station, seized the ornaments alleging that the Accused
murdered a lady and stolen the said ornaments. Police filed a FIR No 0046/2023 dated June 19,2023.

41. On April 14, 2023, Mr. Nagendrappa M C and other 19 customers pledged ornaments in their individual
names on different dates by complying the KYC requirements. Later on, September 09,2023 Chamrajnagar
CEN crime Police seized the said ornaments alleging that same were stolen properties (FIR NO 24/23)
amounting to ₹39,94,369.

42. On April 10, 2023, Mr. Utham Kumar pledged ornaments by complying the KYC requirements amounting
to ₹ 8,05,990 in total at Begur Branch. The said pledge was made on different dates. Later on, September
13,2023 Chamrajnagar CEN crime Police seized the said ornaments alleging that same were stolen properties.
(FIR No 24/23).

43. On June 03, 2023 one Mr. Gangadharan H G pledged his ornaments complying KYC requirements at Mysore
Branch. Later on, September 19,2023, Chamrajnagar CEN Crime Police seized the said ornaments alleging
that the same is stolen property as per the FIR No 0024/23(GL NO 16378 amounting to ₹ 2,08,500.

44. On September 12,2023 one Mr. Nelaturi Krishna Chaithanya pledged gold ornaments amounting to ₹
1,16,000 on different dates from 12/09/2023.complying KYC requirements at Maruthinagar Branch. Later
on, September 23,2023, Sub Inspector of Police, Koramangala seized the said ornaments alleging that the
same is stolen property as per the FIR No 0309/2023 dated September 21,2023.

45. During our periodical detailed Appraisal at Palarivattom branch, on October 30, 2023 it was observed that
three cusotomers Ilyas, Manu C.P. & Shahul Hameed have made 8 (eight) pledges on different dated from
September 08, 2023 to October 12, 2023 amounting to ₹ 11,89,000/- in total and are found to be spurious in
nature. Reported to the Police on November 2,2023 and FIR got filed on FIR No. 2533/23; 2534/23; &
2535/23 dated November 2,2023.

46. On November 02, 2023, Sub-Inspector of Police Appan Thirupathi Police Station, seized all the ornaments
compraised in the pledge amounting to ₹3,65,800/- made by Shobana and Karthik at Madura, K.Puthur
Branch, alleging that the said ornaments are stolen from a third party, based on FIR No. 171/2023 dated
October 21,2023 filed at Thirupathi Police Stations.

47. On November 20, 2023, our company made a surprise Gold appraisal and internal audit at Kalakkad branch,
Nagercoil Region, it was observed that the branch manager S.A. Premnath and Joint custodian Esakkimuthu
with the help of staff manipulated the gold packets (1) by replacing the good gold by spurious gold in 73
packets amounting to ₹1,04,51,400/- (2) by stealing 497 packets amounting to ₹ 7,26,79,226/- and dishonestly
removing it to nearby textile shop in two bags and later on transferring it to customer’s/ outsider’s places,
aggregating misappropriation amount to ₹8,31,30,626/-. A primary complaint has been given to the
superintendent of Police, Tirunelveli, FIR No. 17 of 2023 dated November 19, 2023 against 5 accused
including 3 outsiders. And subsequently reported to RBI dated December 6, 2023.

48. On December 22, 2023, the Sub Inspector of Nekarekal Police Station seized from Ongole Branch, the
ornaments comprised in the 3 GLs in the name of Sujatha Karidu amonting to ₹. 1,94,900/- alleging that the
said ornaments were snatched from peoples in different places. [FIR No. 172/2023 dtd 17/12/2023] Reported
to RBI on January 06, 2024

49. On January 24, 2024 the, Circle Inspector of Navalgund Virtha Police station seized the ornaments comprised
in the Gl No. 584 amounting to ₹.1,60,000 from Sayanur Branch, alleging that the said ornaments were stolen
from a house along with other valuable properties. FIR No. 0207/2023 dated February 02, 2024. The matter
was reported to RBI on Februaryt 05, 2024 and is currently pending.

50. On February 05 2024, at Kukatpally Main Road Branch, a Detective Inspector of KPHB Colony Police
Station, searched and seized the ornaments comprised in the 9 pledges amounting to ₹. 8,42,300/- alleging
that the said ornaments were stolen from various houses in different places based on the various FIR's in
respective Police stations. [FIR No. 1137/2023 dtd 30/12/2023, 158/2024 dated 04/02/2024, 131/2024 dated
30/01/2024 and 129/2024 dated 29/01/2024]. Reported to RBI on February 12, 2024.

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51. On March 11, 2024, Inspector of Jodbhavi Peth Police station, Solapur seized ornaments in the Pledge No.
2590 amounting to ₹.1,05,000/- from Jagagirikutta branch, alleging that the said ornaments were stolen items.
[FIR No. 106/2024 dated 09/03/2024] Reported to RBI on March 27, 2024.

Civil Cases

1. Kerala Non-Banking Finance Companies Welfare Association (“Petitioner”) an association and

representative of non-banking financial institutions in the State of Kerala has filed a writ petition (civil)
number 26803 of 2017 (“Writ Petition”) before the High Court of Kerala (“High Court”) against the State
of Kerala (“Respondent”). The Respondent included “Employment in private financial institutions” in Part
I of Schedule to the Minimum Wages Act, 1948 (“Act”) and consequently the Respondent constituted a
committee under Section 5(1)(a) of the Act for fixing minimum wages of the employees in non-banking
financial institutions. The Respondent vide notification dated July 28, 2016 in Kerala Gazette Extra Ordinary
dated August 9, 2016 under Section 5(1)(b) of the Act published its proposal to fix minimum wages of
employees in private non-banking financial institutions and afforded an opportunity to submit objections
therein. The Petitioner objected the same and submitted a detailed objection pointing out that there was a
considerable disparity in the proposal relating to wages payable to cleaner/ sweeper, office superintendent,
driver, security guard, bill collector, clerks etc. The Respondent did not consider the objection of the Petitioner
and provided a hearing on March 24, 2017 to the Petitioner. However, the Petitioner sought time from the
Respondent as it was in the process of procuring various documents and the Respondent refused the same.
Therefore, the Respondent approached the High Court by filing writ petition (civil) number 123473/2017
seeking inter alia for a direction to conduct a proper hearing. The High Court vide its order dated July 7, 2017
(“Order”) disposed of the writ petition and the respondent was directed to hear and consider the Petitioner’s
objection. Pursuant the the Order a hearing was granted by the Respondent to the Petitioner, wherein the
Petition, inter alia submitted following objections (i) the subcommittee was constituted in violation of Section
9 of the Act; (ii) there was no sufficient notice regarding the hearing conducted by the subcommittee; (iii) the
proposal to fix minimum wages show that it is not based on the norms; (iv) the proposal grants increments
and service weightage in violation of Section 3 of the Act; (v) the capacity of the industry to pay the proposed
wages etc. The Respondent again did not consider the objection and rejected the Petitioners contentions in an
arbitrary manner vide its order dated July 20, 2017 (“Respondents Order”) and issued fresh notification
under Section 5(1)(b) of the Act. Aggrieved by the Respondents Order, the Petitioner has filed this present
writ petition. Further Company filed petition for impleading in the said case by filing petition dated October
17, 2019. Subsequently on November 14, 2019, an order was passed by High Court of Kerala (“Impugned
Order”) striking down the prescription of service weightage, allowance of extra duty and risk allowance
prescribed by the state government in the said notification. Aggrieved by the said Impugned Order, the
Respondent filed a Special Leave Petition bearing diary no. 22537 of 2020. The matter is currently pending.

2. Our Company has initiated recovery proceedings against the following borrowers (i) Mangomeadows
Agricultural Pleasures Land Private Limited, (ii) N.K. Kurian, (iii) Lathika Kurian (“Borrowers”) vide
demand notice dated January 29, 2019 issued to the Applicants under Section 13(2) of the Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“SARFAESI Act”)
demanding the repayment of an aggregate sum of ₹1426.64 lakhs together with interest and penal interest on
the outstanding amount. The matter arose due to the default made by the Borrower under a term loan of an
amount of ₹800 lakhs granted on March 01, 2016 and ₹200 lakhs granted on February 16, 2017 from our
Kallara Branch. Thereafter, our Company had taken Symbolic Possession of the secured assets on 17/04/2019
and has filed a Miscellaneous Criminal Petition bearing No.MC- 200/2019 with CJM Court, Kottayam for
taking actual possession of the secured assets and takeover of the administration of the borrowers.
Subsequently, the Borrower filed a securitization application bearing No. S.A. No. 174 of 2019
(“Application”) before the Debts Recovery Tribunal- 2 at Ernakulam (“Authority”) in which they, inter alia,
challenged the right of action of our Company to issue the notices under section 13(2) and section 13(4) of
the SARFAESI Act and seeking stay on all proceedings initiated under the SARFAESI Act against the
secured properties of the Borrower. Consequently, the Authority vide notice dated May 27, 2019 required our
Company to show cause as to why the reliefs prayed in the Application should not be granted and directed us
to appear before the Authority either in person or authorized one or more legal practitioners or any of the
officers to present the case. Our Company on June 18, 2019 filed the Written Statement with the Authority,
inter alia, denying the averments made by the Applicants in the Application and claiming that the Applicants
are not entitled to any reliefs under the Application as the same is filed solely for the purpose of misleading
the Authority and for obtaining unlawful gain and causing loss to public exchequer, which amounts to perjury

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 for which purpose, appropriate criminal action is liable to be taken against the Borrower and also the
Application is liable to be dismissed with compensatory costs. Further, we have initiated the insolvency
proceedings under Section 7 of the Insolvency and Bankruptcy Code, 2016 before NCLT Kochi bench on
January 3, 2022 bearing ref.no. Dy.10/22 claiming an aggregate amount of ₹ 2,358.34 lakhs towards the debts
owed by the Borrowers. NCLT Kochi vide its order dated January 25, 2023, initiated Corporate Insolvency
Resolution Process against the corporate debtor and appointed Mr. Easwara Pillai Kesavan Nair as Interim
Resolution Professional. Resolution Plan was submitted by M/s Torrion Impex India (P) Limited has been
approved by the members of COC and was filed before Hon’ble NCLT Resolution Applicant withdrawn their
participation from the process.. The Company resolved to apply U/s 12(2) of the IBC an application to further
extend CIRP period to next 60 days from 24.10.2023 to start its process for approval of successful resolution
plan by inviting through Form G. NCLT vide order dated November 7, 2023 granted the extension of time.
till December 12,2023 to complete the CIR Process.

In the meantime, the successful resolution applicant, M/s Torrion Impex India (P) Limited had withdrawn
from their proposal and hence RP applied for extension of the CIRP period for another 2 months time to
explore new resolution applicants and got extension upto 22/02/2024. Published Form G for the third time
inviting expression of interest from fresh parties. Since there was no successful resolution applicant, COC
recommended for liquidation of the Corporate Debtor. While in Liquidation, as per the Section 39 BA of
IBC read with section 2B of Liquidation Rule in consonance to section 230 of Companies Act, Mr. N K
Kurian submitted a compromise settlement application and was rejected by the COC. Under the said section
our company, the Corporate Creditor submitted a compromise settlement to acquire the Corporate Debtor
Company as a going concern to NCLT and which is pending with the NCLT for their disposal. The matter is
currently pending.

3. Our Company has filed a suit no. OS/3/2020 against M/s. Archana Textiles & Readymades, Tessy Mathew,
K. J. Mathew, A. V. Ajimon and Annamma Kunjamma (“Defendants”) before the Additional Subordinate
Judge’s Court, Kottayam (“Court”). The Defendants had on May 06, 2016, availed a term loan for ₹50 lakhs
at an interest of 20.00% p.a. with monthly rest from our Kaduthuruthy branch. Due to irregularity in the
repayment of the term loan availed by the Defendants, our Company had classified the term loan as NPA on
March 31, 2018 and has initiated this present recovery proceedings against the Defendants to recover the
outstanding dues amounting to ₹61.32 lakhs along with future interest at the rate of 22.00% (20% + 2% Penal
Interest) from December 20, 2019. The suit filed by our Company against the Defendants was decreed and
was stayed by High Court of Kerala. As an alternate recourse, we had initiated SARFAESI proceedings
against the parties and took symbolic possession of properties which was also stayed by the High Court of
Kerala. A Securitization Application challenging the symbolic possession of the properties was filed by A V
Ajimon before Debt Recovery Tribunal, Ernakulam. An Order dated January 7, 2021 was passed by the said
Court directing the Respondents to pay an amount of ₹ 61,32,180 along with interest @ 22% per annum.
Aggreived by the said order, M/s. Archana Textiles & Readymades, Tessy Mathew and K.J. Mathew have
filed a Petition bearing no. O.P. (C) No. 902/2021 before the High Court of Kerela, Ernakulam challenging
the order dated January 7, 2021 passed by the said court. The matter is currently pending before the High
Court of Kerala, Ernakulam.

4. Our Company has filed a suit no. O.S. 432 of 2020 against Joyamma Abraham (“Defendant”) before the
Munsiff Court, Kottayam under Section 26 and Order VII Rule 1 of the Code of Civil Procedure 1908. Our
Company had taken on lease the 1st floor of building no. 20/1425 named Anithottam (“Premises”) from the
Defendant for a period of 5 years. At the time of entering into lease agreement, our Company had paid advance
security money amount to ₹2 lakhs (“Advance Security Money”) to the Defendant and which shall be
refunded by the Defendant without interest on the date when our Company vacates the premises. Our
Company had on December 31, 2019, vacated the Premises, and handed over the keys of the building to the
Defendant. Pursuant to the vacation of the Premises, our Company demanded the Defendant to return
Advance Security Money after adjusting the rent for the months of November and December i.e. ₹1.65 lakhs
(“Claim Amount”). However, the Defendant failed to return the Claim amount. Therefore, our Company
had issued a notice to the Defendant demanding the repayment of Claim Amount. The Defendant replied to
our said notice by raising untenable contentions and till date the Defendant has not paid the Claim Amount.
Due to the non-repayment of the Claim Amount by the Defendant, our Company has initiated this present
recovery proceedings against the Defendant to recover the Claim Amount along with a future interest at the
rate of 18% per annum till realization. The matter is currently pending.

5. Our Company (“Plaintiff”) has filed a suit no. O.S. 363 of 2020 against T.C. Chacko (“Defendant”) before
Munsiff Court, Kattapana, under section 26 order VII Rule 1 and 2 of Code of Civil Procedure for grant of

285
 permanent prohibitory injunction restraining the Defendant his men and agents from trespassing into the
Property (defined below) and from committing any act of waste therein and from doing anything that will
adversely affect the Plaintiff’s peaceful possession and enjoyment of the Property. The Plaintiff is an absolute
owner in possession and enjoyment of 35.91 acres of land comprised in Sy. No. 91/1, 91 and 92 falling in
Chakkupallom village and Re.Sy. No. 501 (old Sy.No. 212, 196/1) falling in Kattappanna Village
(“Property”). The Property is well planted with cardamom and coffee plants and there are hibiscus fencing
on the boundaries. There are internal roads and pathways through the Property which are exclusively for the
usage of the estate staff and workers. About one year back the Defendant had requested the Plaintiff to allow
the Defendant to open road to his property through the Plaintiff’s Property, to which plaintiff did not agree.
On July 20, 2020 when the Plaintiff’s workers were engaged in agricultural operations in the Property, the
Defendant tried to trespass into the Property and destroyed the boundary fencing in a portion of the Property.
This illegal attempt of the Defendant was thwarted by timely intervention of the Plaintiff’s labourers and the
Defendant then had threatened to come with more force to attain his illegal goals. The Defendant had
destroyed the boundary fencing, and he is now disputing the southern boundary of the Property. Therefore,
the Plaintiff has initiated this present proceeding against the Defendant and have prayed, inter alia, for
granting permanent prohibitory injunction against the Defendant. The matter is currently pending.

6. Our Company has filed Memorandum of Writ Petition (Civil) bearing number W.P.(C) No. 25652 of 2020
(“Writ Petition”) against Union of India and Others (“Respondents”) before the High Court of Kerala,
Ernakulam (“High Court”) under Article 226 of the Constitution of India for grant of an interim direction to
defer the implementation of circular issued by RBI dated August 6, 2020, bearing no. RBI/2020-21/20
DOR.No.BP.BC/7/21.4.048/2020-21 (“RBI Circular”), wherein the banks are directed that no bank shall
not open current accounts for customers who have availed credit facilities in the form of cash credit/ overdraft.
The High Court vide its order dated November 23, 2020, issued an interim direction (“Interim Order”) to
defer the implementation of the RBI Circular till the disposal of the Writ Petition. Our Company had on
February 18, 2021, filed an IA/4/2021 before the High Court wherein, our Company had prayed to implead
additional respondents in the Writ Petition. The High Court vide its order dated February 22, 2021 (“Order”)
allowed to implead the additional respondents in the Writ Petition. Further the High Court vide its said Order
directed that the Respondents and additional respondents shall not close the accounts of the Company and
revive the accounts already closed, pending disposal of the Writ Petition. Subsequently, the High Court vide
its order dated April 9, 2021, directed the State Bank of India to resolve the issue by mutual consultation
within an upper limit of six months, failing which they shall approach Reserve Bank of India for resolution
of the issue. Till then the status quo as regards to the accounts of the petitioners as on the date of filing the
wirt petition shall be maintained. On January 10, 2023, the High Court extended the Interim Order for a
further period of two months. The matter is currently pending.

7. The company Estate at Karuvakulam has an area of 145 acres as per the deed and land revenue records, and
pays land tax to the appropriate office. In a recent resurvey, the surveyors reported that 11.6 acres of land
have been illegally encroached upon by the adjacent landowner, Mr. Chackochan. He has planted cardamoms
and constructed a road illegally within the encroached area. The company has filed a petition before the
Munsif Court, Kattappana in O.S. No. 363/20, and the matter is pending. Additionally, the company has filed
a petition before the Sub Court, Kattappana in O.S. No. 39/2020, and this case is also pending.

Litigation against Promoter Directors

Mathew K. Cherian

Tax Litigations

1. Mathew K. Cherian (our “Promoter”) has filed an appeal bearing number 40/CENT/KTYM/CIT A-
1111/2011-12 dated February 02, 2012 (“Appeal”) before the Commissioner of Income Tax Appeals
(“CIT(A)”) against the order dated December 29, 2011 passed by the Assessing Officer for the Assessment
Year 2006-2007 assessing the total income at ₹6.85 lakhs. Our Promoter has filed the Appeal inter-alia
praying that the Order be quashed, the opening cash balance be taken at ₹199.12 lakhs and delete the
disallowance of repayment of loan to Kosamattam Estate Investment. The CIT(A), by an order dated
September 28, 2016, partly allowed the appeal, directing the Assessing Officer to suitably modify the cash
flow, and delete the disallowance of repayment of loan to Kosamattam Estate Investment. The CIT(A), by its
order bearing number ACIT/CC/KTM/ABUPC1286H/2016-17 dated November 28, 2016 (“Order”), ordered
our Promoter to pay an amount of ₹705. Our Promoter filed an application for rectification of mistake dated
March 17, 2017 (“Application”) before the Assistant Commissioner of Income Tax (Central), Kottayam

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 against the Order, stating that the rate of calculation of education cess was incorrect. Further, our Promoter
further received notices of demand under Section 156 of the Income Tax Act, 1961 for assessment years
2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10, 2010-11 dated March 30, 2017 for an aggregate
balance payment of ₹59.48 lakhs. In response to the application, the department had issued Form 3 demanding
₹32.63 lakhs for AY 2007-08 and the same was paid on April 23, 2021 and Form 4 was filed on April 27,
2021. On April 27, 2021 an order for withdrawal of the appeal was passed by the Commissioner of Income
Tax (Appeals) 3, Kochi. The matter is currently pending.

2. The Assistant Commissioner of Income Tax, Central Circle, Kottayam (“AO”) has passed an order dated
December 29, 2019 under section 143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the
Act, against Mathew K. Cherian, our Promoter, Chairman and Managing Director raising demand of ₹79.01
lakhs for the Assessment Year 2012-13 (“Assessment Order”). Mathew K. Cherian has filed an application
for rectification on January 9, 2020 with the AO under section 154 of the Act in order to rectify the
Assessment Order. The matter is currently pending.

3. The Assistant Commissioner of Income Tax, Kottayam (“AO”) passed an Order dated December 31, 2017
(“Order”) for the Assessment Year 2015-2016 assessing the total income at ₹1,113.52 lakhs from other
sources and raising a demand of ₹571.83 lakhs against Mathew K. Cherian (“Promoter”). Our Promoter filed
an appeal bearing number 3592 of 2018 dated January 30, 2018 (“Appeal”) before the High Court of Kerala
(“High Court”) inter-alia praying that the Order be quashed. The High Court vide order dated February 2,
2018 (“HC Order”), dismissed the Appeal, directing the Promoter to file an appeal before the Commissioner
of Income Tax (Appeals) Cochin (“CIT-A”). Thereafter, our Promoter filed an appeal along with an
application for condonation of delay dated February 5, 2018 before the CIT-A. The AO has completed a fresh
assessment for the Assessment Year 2015-16 and passed an order dated December 30, 2019 under section
143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the Act, raising an additional demand
of ₹1,187.87 lakhs. The AO vide an order dated November 14, 2022, passed under section 143(3) of the Act
read with section 153A of the Act, found the additional demand of ₹1,187.87 lakhs to be erroneous and
rectified the same by invoking the provisions of section 154 of the Act and accordingly ordered our Promoter
to pay the balance demand of ₹571.83 lakhs. The matter is currently pending.

4. The Assistant Commissioner of Income Tax, Central Circle, Kottayam (“AO”) has passed an order dated
December 29, 2019 under section 143(3) of the Income Tax Act, 1961 (“Act”) read with section 153A of the
Act, against Mathew K. Cherian, our Promoter, Chairman and Managing Director raising demand of ₹4,971
for the Assessment Year 2016-17 (“Assessment Order”). Mathew K. Cherian filed an application for
rectification on January 09, 2020 with the AO under section 154 of the Act in order to rectify the Assessment
Order. The matter is currently pending.

Laila Mathew

Tax Litigations

1. Laila Mathew (our “Promoter”) has filed an appeal bearing number 49/CENT/KTYM/CIT A-1111/2011-12
dated February 02, 2012 (“Appeal”) before the Commissioner of Income Tax Appeals (“CIT(A)”) against
the order dated December 29, 2011 passed by the Assessing Officer for the Assessment Year 2008-2009
assessing the total income at ₹4.26 lakhs and raising a demand of ₹0.83 lakhs. Our Promoter has filed the
Appeal inter-alia praying that the Order be quashed, the opening cash balance be taken at ₹44.31 lakhs and
delete the addition of ₹2.55 lakhs as remuneration from Kosamattam Chits and Kuries Private Limited. The
CIT(A), by an order dated October 13, 2016 (“Order I”), partly allowed the appeal, directing the Assessing
Officer to modify the cash flow statement, thereby resulting in change in the opening balance, but dismissed
the contention that ₹2.55 lakhs as business income be deleted. Subsequently, our Promoter filed an appeal
dated December 23, 2016, before the Income Tax Appellate Tribunal against Order I. The CIT(A), by its
order bearing number ACIT/CC/KTM/AEDPM1526Q/2016-17 dated November 24, 2016 (“Order II”),
ordered our Promoter to pay an amount of ₹0.07 lakhs. The matter is currently pending. Our Promoter has
filed an application for rectification of mistake dated March 17, 2017 before the Assistant Commissioner of
Income Tax (Central), Kottayam against Order II, stating that the rate of tax used to calculate liability was
the common rate and not the rate applicable to women assessee. Our Promoter received letters dated March
25, 2017 pertaining to set-off of refund for Assessment Year (“AY”) 2004-05 against payables for AY 2010-
11 and AY 2012-13 and 2009-10 against payables for AY 2012-13 and letters dated March 30, 2017 for
appellate orders for the set-off of refund for AYs 2004-5, 2005-06, 2006-07, 2007-08, 2008-09 and 2009-10
of the Commissioner of Income Tax (Appeals)-IV Kochi pursuant to which the cash flow statement which

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 modified the amount payable to nil. The Income Tax Department had filed an appeal against Order II. The
Income Tax Appellate Tribunal by its order dated July 7, 2017 has allowed the appeal for statistical purpose.
The matter is currently pending.

Litigations involving our Group Companies

Nil

Notices received by the Company:

Except as disclosed in “Outstanding Litigation” above on page 269, there are no other pending notices against our
Company.

Litigation or legal action pending or taken by any ministry or government department or statutory
authority against our Promoters during the last three years immediately preceding the year of the issue of
this Prospectus and any direction issued by any such ministry or department or statutory authority upon
conclusion of such litigation or legal action

Except as disclosed in “Litigation against Promoter Directors” above on page 269, there are no outstanding
Litigation or legal action pending or taken by any ministry or government department or statutory authority against
our Promoters during the last three years immediately preceding the year of the issue of this Prospectus and any
direction issued by any such ministry or department or statutory authority upon conclusion of such litigation or
legal action.

Inquiries, inspections or investigations initiated or conducted under the Companies Act or any previous
companies’ law in the last three years immediately preceding the year of issue of this Prospectus against
our Company (whether pending or not); fines imposed, or compounding of offences done by our Company
in the last three years immediately preceding the year of this Prospectus

Nil

Details of material frauds, if any in the last three years

Sr.
Financial Action taken by
No Details of Fraud
Year the Company
.
1. 2023-2024 Certain fraud cases were reported during the internal audit, an instance Complaint filed
of misappropriation of cash and gold loan of ₹ 19.69 lakhs and ₹ 921.99 at respective
lakhs at various branches of the Company police stations
2. 2022-2023 Certain fraud cases were reported during the internal audit, an instance Complaint filed
of misappropriation of cash and gold loan of ₹ 17.63 lakhs and ₹ 23.60 at respective
lakhs at various branches of the Company police stations
3. 2021-2022 Certain fraud cases were reported during the internal audit, an instance Complaint filed
of misappropriation of gold loan related misappropriations of ₹ 333.20 at respective
lakhs and ₹ 132.58 lakhs at Meghani Nagar branch and Konanakunte police stations.
branch, respectively.

Details of disciplinary action taken by SEBI or Stock Exchanges against the Promoters/ Group companies
in the last five financial years, including outstanding action.

NIL

Reservations or qualifications or adverse remarks or emphasis of matter or other observations of the

auditors of our Company in the last three financial years and their impact on the financial statements and
financial position of our Company and the corrective steps taken and proposed to be taken by our Company
for each of the said reservations or qualifications or adverse remarks or emphasis of matter or other
observations:

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 OTHER REGULATORY AND STATUTORY DISCLOSURES
Issuer’s Absolute Responsibility

“The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus
contains all information with regard to the Issuer and the Issue which is material in the context of the Issue, that
the information contained in the Prospectus is true and correct in all material aspects and is not misleading, that
the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of
which make this document as a whole or any of such information or the expression of any such opinions or
intentions misleading.”

Authority for the Issue

At the meeting of the Board of Directors of our Company, held on May 13, 2024 the Board approved the Issue of
NCDs to the public up to an amount not exceeding ₹ 20,000 lakhs.

Prohibition by SEBI

Our Company, persons in control of our Company, our Directors and/or our Promoters have not been restrained,
prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or
direction is in force. Further, no member of our promoter group has been prohibited or debarred by SEBI from
accessing the securities market or dealing in securities due to fraud.

Categorisation as a Wilful Defaulter

Our Company, our Directors and/or our Promoters have not been categorised as a Wilful Defaulter nor are they
in default of payment of interest or repayment of principal amount in respect of debt securities issued to the public,
for a period of more than six-months.

Declaration as a Fugitive Economic Offender

None of our Promoters or Directors have been declared as a Fugitive Economic Offender.

Other confirmations

None of our Company or our Directors or our Promoters, or person(s) in control of our Company was a promoter,
director or person in control of any company which was delisted within a period of ten years preceding the date
of this Prospectus, in accordance with the SEBI Delisting Regulations or Chapter V of the erstwhile SEBI
(Delisting of Equity Shares) Regulations, 2009.

Secured NCDs shall be considered as secured only if the charged asset is registered with Sub-registrar and
Registrar of Companies or CERSAI or Depository etc., as applicable, or is independently verifiable by the
debenture trustee.

Consents/ permissions and no objection certificates required for creation of further pari passu charge in favour of
the Debenture Trustee on the assets from the Existing Secured Creditors have been obtained.

Disclaimer statement from our Company, our Directors and the Lead Manager

Our Company, our Directors and the Lead Manager accepts no responsibility for statements made other than in
this Prospectus or in the advertisements or any other material issued by or at our Company’s instance in connection
with the Issue of the NCDs and anyone placing reliance on any other source of information including our
Company’s website, or any website of any affiliate of our Company would be doing so at their own risk. The Lead
Manager accept no responsibility, save to the limited extent as provided in the Issue Agreement.

None among our Company or the Lead Manager or any Member of the Syndicate is liable for any failure in
uploading the Application due to faults in any software/ hardware system or otherwise; the blocking of Application
Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors,
omissions or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in,
or otherwise, in the UPI Mechanism.

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Investors who make an Application in the Issue will be required to confirm and will be deemed to have represented
to our Company, the Lead Manager and their respective directors, officers, agents, affiliates, and representatives
that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the NCDs
and will not issue, sell, pledge, or transfer the NCDs to any person who is not eligible under any applicable laws,
rules, regulations, guidelines and approvals to acquire the NCDs. Our Company, the Lead Manager and their
respective directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising
any investor on whether such investor is eligible to acquire the NCDs being offered in the Issue.

Disclaimer Clause of SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE ISSUE DOCUMENT TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED
BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE
MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED
IN THE OFFER DOCUMENT. THE LEAD MANAGER, SMC CAPITALS LIMITED, HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THE ISSUE DOCUMENT ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
AND LISTING OF NON CONVERTIBLE SECURITIES) REGULATIONS, 2021. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE LEAD MANAGER IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD
MANAGER SMC CAPITALS LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED JULY 15, 2024 WHICH READS AS FOLLOWS:

1. WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTERS OR DIRECTORS

HAVE BEEN PROHIBITED FROM ACCESSING THE CAPITAL MARKET UNDER ANY
ORDER OR DIRECTION PASSED BY THE BOARD. WE ALSO CONFIRM THAT NONE OF
THE INTERMEDIARIES NAMED IN THE OFFER DOCUMENT HAVE BEEN DEBARRED
FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

2. WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER

HAVE BEEN MADE IN THE OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL
DEVELOPMENT IN THE ISSUE OR RELATING TO THE ISSUE UP TO THE
COMMENCEMENT OF LISTING AND TRADING OF THE SECURITIES OFFERED
THROUGH THIS ISSUE SHALL BE INFORMED THROUGH PUBLIC
NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE
ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE
HAVE BEEN GIVEN.

3. WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL DISCLOSURES AS

SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND
LISTING OF NON-CONVERTIBLE SECURITIES) REGULATIONS, 2021.

4. WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT,

SECURITIES CONTRACTS, (REGULATION) ACT, 1956, SECURITIES AND EXCHANGE
BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES,
CIRCULARS ISSUED THEREUNDER ARE COMPLIED WITH.

WE CONFIRM THAT NO COMMENTS/COMPLAINTS WERE RECEIVED ON THE DRAFT

PROSPECTUS HOSTED ON THE WEBSITE OF BSE LIMITED (DESIGNATED STOCK
EXCHANGE).

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Disclaimer Clause Of BSE

As required, a copy of this Prospectus has been submitted to the BSE. The Disclaimer Clause as will be intimated
by the BSE to us, post scrutiny of this Prospectus, shall be included in the Prospectus prior to filing with the RoC.

DISCLAIMER CLAUSE OF RBI

THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED DECEMBER

19, 2013 BEARING REGISTRATION NO. B-16.00117 ISSUED BY THE RESERVE BANK OF INDIA
UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, RBI DOES
NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO
THE FINANCIAL SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF
THE STATEMENTS OR REPRESENTATIONS MADE OR OPINIONS EXPRESSED BY THE
COMPANY AND FOR REPAYMENT OF DEPOSITS/DISCHARGE OF LIABILITY BY THE
COMPANY.

Disclaimer Clause of IRDAI

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA DOES UNDERTAKE ANY

RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF OUR COMPANY OR FOR THE
CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS
CONNECTION.

Disclaimer Clause of IRRPL

Users of IRRPL ratings should understand that neither an enhanced factual investigation nor any third-party
verification can ensure that all of the information India Ratings relies on in connection with a rating will be
accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information
they provide to India Ratings and to the market in offering documents and other reports. In issuing its ratings India
Ratings must rely on the work of experts, including independent auditors with respect to financial statements and
attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody
assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite
any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at
the time a rating was issued or affirmed.

Disclaimer Clause of CRISIL MI&A for industry report

CRISIL Market Intelligence & Analytics (CRISIL MI&A), a division of CRISIL Limited (CRISIL) has taken
due care and caution in preparing this report (Report) based on the Information obtained by CRISIL from sources
which it considers reliable (Data). However, CRISIL does not guarantee the accuracy, adequacy or completeness
of the Data / Report and is not responsible for any errors or omissions or for the results obtained from the use of
Data / Report. This Report is not a recommendation to invest / disinvest in any entity covered in the Report and
no part of this Report should be construed as an expert advice or investment advice or any form of investment
Classification: EXTERNAL: CLIENT CONFIDENTIAL banking within the meaning of any law or regulation.
CRISIL especially states that it has no liability whatsoever to the subscribers / users / transmitters/ distributors of
this Report. Without limiting the generality of the foregoing, nothing in the Report is to be construed as CRISIL
providing or intending to provide any services in jurisdictions where CRISIL does not have the necessary
permission and/or registration to carry out its business activities in this regard. Kosamattam Finance Limited will
be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part
thereof outside India. CRISIL MI&A operates independently of and does not have access to information obtained
by CRISIL Ratings Limited, which may, in their regular operations, obtain information of a confidential nature.
The views expressed in this Report are that of CRISIL MI&A and not of CRISIL Ratings Limited. No part of this
Report_may_be_published/reproduced in_any_form_without_CRISIL’s_prior_written_approval.

Disclaimer in respect of Jurisdiction

THE ISSUE IS BEING MADE IN INDIA, TO INVESTORS FROM CATEGORY I, CATEGORY II,
CATEGORY III AND CATEGORY IV. THE PROSPECTUS AND THE PROSPECTUS WILL NOT,
HOWEVER CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR THE

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NCDS OFFERED HEREBY INANY JURISDICTION OTHER THAN INDIA TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH JURISDICTION. ANY
PERSON INTO WHOSE POSSESSION THE DRAFT PROSPECTUS AND THE PROSPECTUS
COMES IS REQUIRED TO INFORM HIMSELF OR HERSELF ABOUT, AND TO OBSERVE, ANY
SUCH RESTRICTIONS

Track record of past public issues handled by the Lead Manager

The track record of past issues handled by the Lead Manager, as required by SEBI circular number
CIR/MIRSD/1/2012 dated January 10, 2012, are available at the following website:

Name of Lead Manager Website

SMC Capitals Limited www.smccapitals.com

Listing

An application will be made to BSE for permission to deal in and for an official quotation of our NCDs. BSE has
been appointed as the Designated Stock Exchange.

If permissions to deal in and for an official quotation of our NCDs are not granted by BSE, our Company will
forthwith repay, without interest, all moneys received from the applicants in pursuance of the Prospectus.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Stock Exchange mentioned above are taken within six (6) Working Days from
the date of closure of the issue.

Consents

Consents in writing of (a) Directors of our Company; (b) Company Secretary and Compliance Officer; (c) Chief
Financial Officer; (d) Statutory Auditors; (e) Legal Advisor to the Issue; (f) Lead Manager; (g) the Registrar to
the Issue; (h) Public Issue Account Bank; (i) Refund Banks; (j) Credit Rating Agencies; (k) the Bankers to our
Company; (l) the Debenture Trustee; and (m) the Syndicate Member* to act in their respective capacities, have
been obtained and will be filed along with a copy of the Prospectus with the RoC and any other authority as may
be required.

The consent of the Statutory Auditor of our Company, namely M/s. SGS & Company, Chartered Accountants for
(a) inclusion of their name as the Statutory Auditor; (b) examination reports on Audited Financial Statements in
the form and context in which they appear in this Prospectus; and (d) report on the Statement of Tax Benefits
Available to the Debenture Holders dated June 25, 2024, in the form and context in which it appears in this
Prospectus, have been obtained and the same will be filed along with a copy of the Prospectus with the RoC.

Expert Opinion

Except the (i) Statutory Auditor’s report on our Audited Financial Statements for the Financial Year ending March
31, 2024, March 31, 2023 and March 31, 2022 issued by M/s. SGS & Company, Chartered Accountants; and (ii)
Statement of Tax Benefits available to Debenture Holder issued M/s. SGS & Company, Chartered Accountants
dated June 25, 2024, our Company has not obtained any expert opinions.

Common form of Transfer

We undertake that there shall be a common form of transfer for the NCDs held in dematerialised form shall be
transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant
Depositary Participants of the transferor or transferee and any other applicable laws and rules notified in respect
thereof.

Filing of the Draft Prospectus

The Draft Prospectus will be filed with the Designated Stock Exchange in terms of Regulation 27 of the SEBI
NCS Regulations for dissemination on its website(s).

292
Filing of the Prospectus

The Prospectus shall be filed with RoC in accordance with Section 26 of the Companies Act, 2013

Issue related expenses.

For details of Issue related expenses, see “Objects of the Issue” on page 75.

Reservation

No portion of this Issue has been reserved

Terms and Conditions of Debenture Trustee Agreement

Fees charged by Debenture Trustee

The Debenture Trustee has agreed for one time acceptance fee amounting to ₹ 1,50,000 (plus the applicable taxes)
and ₹1,50,000 (plus the applicable taxes) Annual fees starting from the date of execution of trust deed as agreed
in the offer letter dated May 13, 2024.

Terms of carrying out due diligence

The Debenture Trustee, in terms of Regulations 15(6) of the SEBI Debenture Trustee Regulations is required to
conduct independent due diligence As per the SEBI Master Circular for the Debenture Trustee dated May 16,
2024 bearing reference number SEBI/HO/DDHS-PoD3/P/CIR/2024/46 titled “Due Diligence of Debenutre
Trustee”in issuance of listed debt securities and due diligence by debenture trustee(s)” and in terms of Regulations
15(6) of the SEBI Debenture Trustee Regulations, the Debenture Trustee is required to exercise independent due
diligence to ensure that the assets of the Issuer company are sufficient to discharge the interest and principal
amount with respect to the debt securities of the Issuer at all times. Accordingly, the Debenture Trustee shall
exercise due diligence as per the following process, for which our company has consented to.

1. The Debenture Trustee, in terms of Regulations 15(6) of the DT Regulations either through itself or its agents
/advisors/ consultants, shall carry out requisite diligence to verify the status of encumbrance and valuation of
the assets and whether all permissions or consents (if any) as may be required to create the security as
stipulated in the offer document /disclosure document / information memorandum / private placement
memorandum, has been obtained. For the purpose of carrying out the due diligence as required in terms of
the Relevant Laws, the Debenture Trustee, either through itself or its agents /advisors/consultants, shall have
the power to examine the books of account of the Company and to have the Company’s assets inspected by
its officers and/or external auditors/valuers/consultants/lawyers/technical experts/management consultants
appointed by the Debenture Trustee.

2. The Company shall provide all assistance to the Debenture Trustee to enable verification from the Registrar
of Companies, Sub-registrar of Assurances (as applicable), CERSAI, depositories, information utility or any
other authority, as may be relevant, where the assets and/or encumbrances in relation to the assets of the
Company or any third-party security provider are registered / disclosed.

3. Further, in the event that existing charge holders have provided conditional consent / permissions to the
Company to create further charge on the assets, the Debenture Trustee shall also have the power to verify
Kosamattum Finance Limited such conditions by reviewing the relevant transaction documents or any other
documents executed between existing charge holders and the Company. The Debenture Trustee shall also
have the power to intimate the existing charge holders about proposal of creation of further encumbrance and
seeking their comments/ objections, if any.

4. Without prejudice to the aforesaid, the Company shall ensure that it provides and procures all information,
representations, confirmations, and disclosures as may be required in the sole discretion of the Debenture
Trustee to carry out the requisite diligence in connection with the issuance and allotment of the Debentures,
in accordance with the relevant laws/ Applicable Law.

The Debenture Trustee shall have the power to either independently appoint intermediaries, valuers, chartered
accountant firms, practicing company secretaries, consultants, lawyers and other entities in order to assist in the

293
diligence by the Debenture Trustee. All costs, charges, fees and expenses that are associated with and incurred in
relation to the diligence as well as preparation of the reports/certificates/documentation, including all out of pocket
expenses towards legal or inspection costs, travelling and other costs, shall be solely borne by the Company.
Process of Due Diligence to be carried out by the Debenture Trustee Due Diligence will be carried out as per
SEBI NCS Regulations and circulars issued by SEBI from time to time. This would broadly include the following:

• A Chartered Accountant (“CA”) / Company Secretary (CS) appointed by Debenture Trustee will conduct
independent due diligence as per scope provided, regarding security offered by the Issuer.

• CA/CS will ascertain, verify, and ensure that the assets offered as security by the Issuer is free from any
encumbrances or necessary permission / consent / NOC has been obtained from all existing charge holders.

• CA/CS will conduct independent due diligence on the basis of data / information provided by the Debenture
Trustee.

• CA/CS will, periodically undertake due diligence as envisaged in SEBI circulars depending on the nature of
security.

• On basis of the CA’s report / CS report finding Due Diligence certificate will be issued by Debenture Trustee
and will be filed with relevant Stock Exchanges.

• Due Diligence conducted is premised on data / information made available to the Debenture Trustee
appointed agency.

While the NCD is secured as per terms of the Offer Document and charge is held in favour of the Debenture
Trustee, the extent of recovery would depend upon realization of asset value and the Debenture Trustee in no way
guarantees / assures full recovery / partial of either principal or interest.

Due Diligence certificate is attached as Annexure III of this document.

Debenture Trustee Fee details is annexed herein under the Annexure IV.

Other Confirmations

The Debenture Trustee confirms that they have undertaken the necessary due diligence in accordance with
Applicable Law, including the SEBI (Debenture Trustees) Regulations, 1993, read with the SEBI circulars titled
(i) “Creation of Security in issuance of listed debt securities and ‘due diligence’ by debenture trustee(s)” dated
May 16, 2024 and (ii) “Monitoring and Disclosures by Debenture Trustee(s)” dated Nov May 16, 2024.

VISTRA ITCL (INDIA) LIMITED HAVE FURNISHED TO STOCK EXCHANGES A DUE DILIGENCE
CERTIFICATE DATED JULY 01, 2024 AND JULY 03, 2024 AS PER THE FORMAT SPECIFIED IN
ANNEXURE II- A TO THE SEBI DT MASTER CIRCULAR AND SCHEDULE IV OF THE SEBI
MASTER CIRCULAR WHICH READS AS FOLLOWS:

1. WE HAVE EXAMINED DOCUMENTS PERTAINING TO THE SAID ISSUE AND OTHER SUCH
RELEVANT DOCUMENTS, REPORTS AND CERTIFICATIONS.

2. ON THE BASIS OF SUCH EXAMINATION AND OF THE DISCUSSIONS WITH THE ISSUER,
ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES AND ON INDEPENDENT
VERIFICATION OF THE VARIOUS RELEVANT DOCUMENTS, REPORTS AND
CERTIFICATIONS, WE CONFIRM THAT:

A. THE ISSUER HAS MADE ADEQUATE PROVISIONS FOR AND/OR HAS TAKEN STEPS TO
PROVIDE FOR ADEQUATE SECURITY FOR THE DEBT SECURITIES TO BE ISSUED.

B. THE ISSUER HAS OBTAINED THE PERMISSIONS / CONSENTS NECESSARY FOR

CREATING SECURITY ON THE SAID PROPERTY(IES).

C. THE ISSUER HAS MADE ALL THE RELEVANT DISCLOSURES ABOUT THE SECURITY
AND ALSO ITS CONTINUED OBLIGATIONS TOWARDS THE HOLDERS OF DEBT
SECURITIES.

294
 D. ISSUER HAS ADEQUATELY DISCLOSED ALL CONSENTS/ PERMISSIONS REQUIRED
FOR CREATION OF CHARGE ON ASSETS IN OFFER DOCUMENT AND ALL
DISCLOSURES MADE IN THE OFFER DOCUMENT WITH RESPECT TO CREATION OF
SECURITY ARE IN CONFIRMATION WITH THE CLAUSES OF DEBENTURE TRUSTEE
AGREEMENT.

E. ISSUER HAS GIVEN AN UNDERTAKING THAT THE CHARGE SHALL BE CREATED IN

FAVOUR OF DEBENTURE TRUSTEE AS PER TERMS OF ISSUE BEFORE FILING OF
LISTING APPLICATION.

F. ISSUER HAS DISCLOSED ALL COVENANTS PROPOSED TO BE INCLUDED IN

DEBENTURE TRUST CUM HYPOTHECATION DEED (INCLUDING ANY SIDE LETTER,
ACCELERATED PAYMENT CLAUSE ETC.), OFFER DOCUMENT AND HAS GIVEN AN
UNDERTAKING THAT DEBENTURE TRUST CUM HYPOTHECATION DEED WOULD BE
EXECUTED BEFORE FILING OF LISTING APPLICATION.

G. ALL DISCLOSURES MADE IN THE DRAFT OFFER DOCUMENT WITH RESPECT TO THE
DEBT SECURITIES ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO
MAKE A WLL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED
ISSUE.

WE HAVE SATISFIED OURSELVES ABOUT THE ABILITY OF THE ISSUER TO SERVICE THE
DEBT SECURITIES.

Our Company undertakes that it shall submit the due diligence certificate from Debenture Trustee to the Stock
Exchange as per format specified in Annexure A of the DT Circular.

Public issue of Equity Shares

Our Company has not made any public issue of Equity Shares in the last five years.

Previous Issues of NCDs

Other than the issues of (i) secured redeemable non-convertible debentures of face value of ₹1,000 each
aggregating to ₹10,000 lakhs and (ii) secured redeemable non-convertible debentures of face value of ₹1,000 each
aggregating to ₹15,000 lakhs, (iii) secured redeemable non-convertible debentures and unsecured redeemable
non-convertible of face value of ₹1,000 each aggregating to ₹20,000 lakhs, (iv) secured redeemable non-
convertible debentures and unsecured redeemable non-convertible debentures of face value of ₹1,000 each
aggregating to ₹20,000 lakhs in the financial year 2014-2015; (v) secured redeemable non-convertible debentures
and unsecured redeemable non-convertible debentures of face value ₹1,000 each, aggregating to ₹23,000 lakhs
and (vi) secured redeemable non-convertible debentures face value ₹1,000 each, aggregating to ₹20,000 lakhs in
the financial year 2015-2016; (vii) secured redeemable non-convertible debentures of face value ₹1,000 each,
aggregating to ₹25,000 lakhs, (viii) secured redeemable non-convertible debentures and unsecured redeemable
non-convertible debentures of face value ₹1,000 each, aggregating to ₹20,000 lakhs and (ix) secured redeemable
non-convertible debentures of face value ₹1,000 each, aggregating to ₹30,000 lakhs, in the financial year 2016-
2017; (x) secured redeemable non-convertible debentures and unsecured redeemable non-convertible debentures
of face value ₹1,000 each, aggregating to ₹25,000 lakhs, (xi) secured redeemable non-convertible debentures of
face value ₹1,000 each, aggregating to ₹22,000 lakhs and (xii) secured redeemable non-convertible debentures
and unsecured redeemable non-convertible debentures of face value ₹1,000 each, aggregating to ₹23,000 lakhs,
in the financial year 2017-2018; (xiii) secured redeemable non-convertible debentures of face value ₹1,000 each,
aggregating to ₹30,000 lakhs ,(xiv) secured redeemable non-convertible debentures and unsecured redeemable
non-convertible debentures of face value ₹1,000 each, aggregating to ₹25,000 lakhs and (xv) secured redeemable
non-convertible debentures and unsecured redeemable non-convertible debentures of face value ₹1,000 each,
aggregating to ₹30,000 lakhs, in the financial year 2018-2019; (xvi) secured redeemable non-convertible
debentures and unsecured redeemables non-convertible of face value ₹1,000 each, aggregating to ₹30,000 lakhs,
(xvii) secured redeemable non-convertible debentures and unsecured redeemable non-convertible debentures of
face value ₹1,000 each, aggregating to ₹30,000 lakhs, (xviii) secured redeemable non-convertible debentures of
face value ₹1,000 each, aggregating to ₹35,000 lakhs and secured redeemable non-convertible debentures and
unsecured redeemable non-convertible debentures of face value ₹1,000 each, aggregating to ₹30,000 lakhs, in the

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financial year 2019-2020; (xix) secured redeemable non-convertible debentures and unsecured redeemable non-
convertible debentures of face value ₹1,000 each, aggregating to ₹30,000 lakhs; (xx) secured redeemable non-
convertible debentures of face value ₹1,000 each aggregating to ₹30,000 lakhs; (xxi) secured redeemable non-
covertible debentures and unsecured redeemable non-convertible debentures of face value ₹1,000 each
aggregating to ₹35,000 lakhs, (xxii) secured redeemable non-covertible debentures and unsecured redeemable
non-convertible debentures of face value ₹1,000 each aggregating to ₹35,000 lakhs, in the financial year 2020-
2021, (xxiii) secured redeemable non-covertible debentures of face value ₹1,000 each aggregating to ₹30,000
lakhs, in the financial year 2021-2022, (xxiv) secured redeemable non-covertible debentures of face value ₹1,000
each aggregating to ₹40,000 lakhs, in the financial year 2022-2023, (xxv) secured redeemable non-convertible
debentures of face value ₹1,000 each aggregating to ₹35,000 lakhs, in the financial year 2022-2023, (xxvi) secured
redeemable non-convertible debentures of face value ₹1,000 each aggregating to ₹40,000 lakhs, in the financial
year 2022-2023 and (xxvii) secured redeemable non-convertible debentures of face value of ₹1,000 each
aggregating to ₹30,000 lakhs, in the financial year 2022-2023. (xxviii) secured redeemable non-convertible
debentures of face value of ₹1,000 each aggregating to ₹20,000 lakhs, in the financial year 2022-2023; (xxix)
secured redeemable non-convertible debentures of face value of ₹1,000 each aggregating to ₹20,000 lakhs, in the
financial year 2023-2024; (xxx) secured redeemable non-convertible debentures of face value of ₹1,000 each
aggregating to ₹25,000 lakhs, in the financial year 2024-2025.

Other than as specifically disclosed in this Prospectus, our Company has not issued any securities for consideration
other than cash.

Dividend

Our Company has no stated dividend policy. The declaration and payment of dividends on our shares will be
recommended by the Board of Directors and approved by our shareholders, at their discretion, and will depend
on a number of factors, including but not limited to our profits, capital requirements and overall financial
condition.

Jurisdiction

Exclusive jurisdiction for the purpose of the Issue is with the competent courts of jurisdiction in Kottayam, India.

Details regarding lending out of issue proceeds of Previous Issues

A. Lending Policy

Please see “Our Business - Gold Loan Business” on page 107.

B. Loans given by the Company.

Company has not provided any loans/advances to associates, entities/persons relating to Board, senior
management or Promoters out of the proceeds of Previous Issues.

C. Utilisation of Issue Proceeds of the previous Issues by our Company and Group Companies
Our Company
(₹ in lakhs)
Sr. Particulars of 1st Public 2nd Public 3rd Public 4th Public 5th Public 6th Public 7th Public
No. utilisation Issue Issue Issue Issue Issue Issue Issue
Total Issue Proceeds 10,000.00 14,922.90 16,344.49 20,000.00 23,000.00 19,988.15 23,451.14
a. Issue Related Expense 56.62 57.51 32.97 7.67 70.60 14.26 25.86
Issue Proceed Less
9,943.38 14,865.39 16,311.52 19,992.33 22,929.40 19,973.89 23,425.28
Issue Expenses
1. Onward lending 8,678.84 13,777.39 14.556.88 18,024.45 21,062.05 17,971.74 21,609.10
2. Repayment of existing
loans including 1,200.00 1,000.00 1,650.00 1,114.72 1,278.37 945.33 772.60
interest
3. General Corporate
64.54 88.00 104.64 853.16 588.98 1,056.82 1,043.58
Purposes

10th 11th 12th 13th 14th 15th

Sr. Particulars of 8th Public 9th Public
Public Public Public Public Public Public
No. utilisation Issue Issue
Issue Issue Issue Issue Issue Issue

296
 Total Issue 21,198.81
19,978.59 21,416.65 21,951.14 21,462.10 22,878.51 21,426.54 23,470.51
Proceeds
a. Issue Related 259.58
0.57 7.00 14.06 1.30 20.91 159.38 150.07
Expense
Issue Proceed 20,939.23
Less Issue 19,978.02 21,409.65 21,937.08 21,460.08 22,857.60 21,267.16 23,320.44
Expenses
1. Onward lending 19,254.09 18,079.55 19,067.43 20,785.94 22,455.22 20,820.92 18,608.54 19,515.44
2. Repayment of 1,403.87
existing loans
621.76 3,196.54 2,773.06 629.34 320.95 164.12 4,307.36
including
interest
3. General 19.92
Corporate 102.17 133.56 96.59 45.52 81.43 282.12 404.54
Purposes

Sr. Particular 24th Public 25th Public 26th Public 27th Public 28st Public 29nd Public
23th Public
No s of Issue Issue Issue Issue Issue Issue
Issue
. utilisation
Total Issue 38377.56 27,898.33 27362.04 17,263.46 20,000.00 19,628.37
30,000
Proceeds
a. Issue 130.98 109.24 133.06 99.81 42.10 77.49 87.47
Related
Expense
Issue 29869.02 38268.32 28,847.93 27,262.23 17221.36 19,922.51 19,540.90
Proceed
Less Issue
Expenses
1. Onward 29711.83 38243.67 27,743,39 24374.91 14007.46 15,702.13 19,448.76
lending
2. Repayment 35.53 0 2851.22 3204.80 3,442.66 87.40
of existing
loans
including
interest
3. General 121.66 24.65 21.88 36.10 9.10 777.72 4.74
Corporate
Purposes

Sr. Particular
30th Public
No s of
Issue
. utilisation
Total Issue 17,948.04
Proceeds
a. Issue 32.71
Related
Expense
Issue 17,915.33
Proceed
Less Issue
Expenses
1. Onward 17,907.74
lending
2. Repayment -
of existing
loans
including
interest
3. General 7.59
Corporate
Purposes

Group Companies

Nil

Description of our loan portfolio

Type of loans:

The detailed break-up of the type of loans given by the Company as on March 31, 2024 is as follows:

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 (₹ in lakhs)
Sr. No Type of loans Amount Percentage
1 Secured 5,37,780.63 99.91%
2 Unsecured 479.47 0.09%
Total Loans 5,38,260.10 100.00%

A. Sectoral Exposure as on March 31, 2024:

Sr. Segment-wise break-up Percentage

No
1 Retail
A -Mortgages(home loans and loans against property) 0.99%
B -Gold loans 98.92%
C -Vehicle finance 0.00%
D -MFI 0.01%
E -M&SME 0.00%
F -Capital market funding(loans against shares, margin funding) 0.00%
G -Others 0.08%
2 Wholesale 0.00%
A -Infrastructure 0.00%
B -Real estate (including builder loans) 0.00%
C -Promoter funding 0.00%
D -Any other sector (as applicable) 0.00%
E -Others 0.00%
Total 100.00%

B. Residual Maturity Profile of Assets and Liabilities as on March 31, 2024:

Up to
>1Month – >2 Months >3 Months – 6 >6 months >1 years – >3 years–
Particulars 30/31 >5 years Non Total
2Months – 3 Months Months – 1year 3years 5years
days Sensitive
to ALM
Bank Balance 3,693.00 2,363.75 2,609.39 7,857.36 18,423.11 5,850.53 631.71 0.01 41,428.86
other than Cash
& Cash
Equivalent
Advances 58,547.60 37,333.35 55,395.48 36,901.84 3,41,405.70 915.10 1,374.55 6,386.48 -7,225.36 5,31,034.74
Investments - - - - - - - - - -
Debt Securities - 5,534.82 - 12,808.51 35,819.95 1,03,355.87 49,487.32 11,176.82 -454.08 2,17,729.21
Subordinated - - - 2,475.21 - 18,492.66 11,992.45 - -30.67 32,929.65
Liabilities
Borrowings (oth 14,593.41 38,186.44 28,720.13 63,154.05 53,540.28 48,754.87 2,502.00 - 2,49,451.19
er than debt sec
urities)
Foreign
- - - - - - - - - -
Currency assets
Foreign
Currency - - - - - - - - - -
liabilities
(₹ in lakhs)

Up to >1Month >2 >6

>3 Months – >1 years – >3 years– Non
Particulars 30/31 – Months – months – >5 years Total
6 Months 3years 5years Sensitiv
days 2Months 3 Months 1year
e to
ALM
Bank Balance 3,693.00 2,363.75 2,609.39 7,857.36 18,423.11 5,850.53 631.71 0.01 41,428.86
other than
Cash & Cash
Equivalent
Advances 58,547.60 37,333.35 55,395.48 36,901.84 3,41,405.70 915.10 1,374.55 6,386.48 -7,225.36 5,31,034.74

298
Investments - - - - - - - - - -
Debt - 5,534.82 - 12,808.51 35,819.95 1,03,355.87 49,487.32 11,176.8 -454.08 2,17,729.21
Securities 2
Subordinated - - - 2,475.21 - 18,492.66 11,992.45 - -30.67 32,929.65
Liabilities
Borrowings (o 14,593.41 38,186.44 28,720.13 63,154.05 53,540.28 48,754.87 2,502.00 - 2,49,451.19
ther than debt
securities)
Foreign
Currency - - - - - - - - - -
assets
Foreign
Currency - - - - - - - - - -
liabilities

C. Denomination of the loans outstanding by ticket size as on March 31, 2024*:

S. No Ticket size** Percentage
1 Up to ₹ 2lakh 93.81%
2 ₹2-5lakh 4.57%
3 ₹5-10lakh 0.78%
4 ₹10-25lakh 0.18%
5 ₹25-50lakh 0.02%
6 ₹50lakh-1crore 0.06%
7 ₹1-5crore 0.28%
8 ₹5-25crore 0.30%
9 ₹25-100crore 0.00%
10 >₹100crore 0.00%
Total 100.00%
* Loan to value, at the time of origination
**The details provided are as per borrower and not as per loan account.

D. Denomination of loans outstanding by LTV as on March 31, 2024*:

S. No LTV Percentage
1 Up to40% 2.75%
2 40-50% 2.06%
3 50-60% 26.12%
4 60-70% 20.14%
5 70-80% 48.93%
6 80-90% 0.00%
7 >90% 0.00%
Total 100.00%
*LTV at the time of origination of secured loan outstanding

E. Geographical classification of our borrowers as on March 31, 2024:

S. No Top States Percentage

1 TAMIL NADU 6.49%
2 KERALA 1.34%
3 KARNATAKA 14.09%
4 ANDHRA PRADESH 20.07%
5 TELANGANA 0.64%
6 DELHI 0.32%
7 MAHARASHTRA 55.39%
8 PUDUCHERRY 1.63%
9 UTTAR PRADESH 0.03%
Total 100.00%

299
F. (a) Details of top 20 borrowers with respect to concentration of advances as on March 31, 2024:
(in lakhs)
Particulars Amount
Total advances to twenty largest borrowers 5,690.96
Percentage of advances to twenty largest borrowers to total advances to our Company 1.06%

G. (b) Details of top 20 borrowers with respect to concentration of exposure as on March 31, 2024

(in lakhs)
Particulars Amount
Total exposure to twenty largest borrowers 5,690.96
Percentage of exposure to twenty largest borrowers to total exposure to 1.06%
our Company

H. Details of loans overdue and classified as non-performing in accordance with RBI’s guidelines as on
March 31, 2024:
(in lakhs)
Movement of gross NPA Amount
Opening gross NPA 7,754.86
-Additions during the year 2,197.61
-Reductions during the year 2,191.44
Closing balance of gross NPA 7,761.03

Movement of Net NPA Amount

Opening net NPA 3,324.97

-Additions during the year 878.07
-Reductions during the year 1,426.10
Closing balance of NetNPA 2,776.94
Movement of provisions for NPA (excluding Provisions on Standard Amount
Assets)
Opening balance 4,429.87
-Provisions made during the year 1,319.56
-Write-off/write-back of excess provisions 765.34
Closing balance 4,984.09

I. Segment-wise gross NPA as on March 31, 2024:

S.No. Segment-wise gross NPA Gross NPA(%)

1 Retail
A -Mortgages(home loans and loans against property) 59.83%
B -Gold loans 36.78%
C -Vehicle finance 0.00%
D -MFI 0.74%
E -M&SME 0.00%
F -Capital market funding (loans against shares, margin funding 0.00%
G -Others 2.65%
2 Wholesale
A -Infrastructure 0.00%
B -Real estate (including builder loans) 0.00%
C -Promoter funding 0.00%
D -Any other sector (as applicable) 0.00%
E -Others 0.00%
Total 100.00%
S.No. Segment-wise gross NPA Gross NPA(%)
1 Retail
A -Mortgages(home loans and loans against property) 59.83%

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 B -Gold loans 36.78%
C -Vehicle finance 0.00%
D -MFI 0.74%
E -M&SME 0.00%
F -Capital market funding (loans against shares, margin funding 0.00%
G -Others 2.65%
2 Wholesale
A -Infrastructure 0.00%
B -Real estate (including builder loans) 0.00%
C -Promoter funding 0.00%
D -Any other sector (as applicable) 0.00%
E -Others 0.00%
Total 100.00%

J. Classification of loans/advances given to associates, entities/persons relating to the Board, senior

management, Promoters, others, etc.

Particulars Amount (₹ in lakhs)

Loans to Promoters Nil
Loans to person related to the board 700.00
Total 700.00

K. Others

a) Lending policy: Should contain overview of origination, risk management, monitoring and collections.

The principal form of security that we accept is household gold jewellery. We do not accept bullion, gold biscuits,
gold bars; new mass-produced gold jewellery or medallions. While these restrictions narrow the pool of assets
that may be provided to us as security, we believe that it provides us with the following key advantages:

It filters out spurious jewellery that may be pledged by jewellers and goldsmiths. We find that household, used
jewellery is less likely to be spurious or fake.

The emotional value attached by each household to the pledged jewellery acts as a strong incentive for timely
repayment of loans and revoking the pledge.

As we only accept the pledge of household jewellery, the value of the pledged gold is typically only as much as
the worth of gold that is owned by an average Indian household. This prevents our exposure to large sized loans
where the chances of default and subsequent losses are high.

The amount that we finance against the pledged gold jewellery is typically based on a fixed rate per gram of gold
content in the jewellery. We value the gold jewellery brought by customers based on our corporate policies and
guidelines. As per the policy, we grant gold loans on 22 Carat gold ornaments. However, in case the jewels that
are being pledged are less than 22 carat, the branches are required to convert the carat of gold jewels to the
equivalent of 22 Carat. Under no-circumstances gold ornaments below 19 carats are accepted by our Company.
The rates per gram are fixed by us on weekly intervals. The actual loan amount varies according to the type of
jewellery pledged. While jewellery can be appraised based on a variety of factors, such as total weight, weight of
gold content, production cost, style, brand and value of any gemstones, we appraise the gold jewellery solely
based on its gold content. Our Gold Loans are, therefore, generally well collateralized because the actual value of
the gold jewellery is higher than our appraised value of the gold jewellery when the loan is disbursed. The amount
we lend against an item and the total value of the pledged gold we hold fluctuates according to the market price
of gold. An increase in the price of gold will not automatically result in an increase in the value of our Gold Loan
portfolio unless the rate per gram is revised by our Corporate Office. It only results in a favourable movement in
the value of the security, pledged with us. Similarly, since adequate margins are built in at the time of the loan
disbursement and owing to the short tenure of these loans, on average, a decrease in the price of gold generally
has little impact on our interest income. However, a sustained decrease in the market price of gold could cause a
decrease in the growth rate of Gold Loans in our loan portfolio.

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Our Gold Loans have tenure of 9 months. However, customers may redeem the loan at any time. As per the current
policy of our Company, interest is to be paid in accordance with the scheme. In the event that a loan is not repaid
on time and after providing due notice to the customer, the unredeemed pledged gold is disposed-off, on behalf
of the customer in satisfaction of the principal and interest charges in accordance with the applicable RBI
guidelines. Any surplus arising out of the disposal of the pledged gold is refunded to the customer or is
appropriated towards any other liability by the borrower. In the event that the recoverable amount is more than
the realizable value of the pledged gold, the customer remains liable for the shortfall.

The processes involved in approving and disbursing a Gold Loan are divided into three phases:

• Pre-disbursement;
• Post disbursement; and
• Release of the pledge.

Pre-disbursement process

Gold Loan appraisal of a customer involves the following steps;

a) Customer identification
b) KYC Documentation
c) Security appraisal
d) Documentation

Post-disbursement process

The period/tenure for a Gold Loans is up to 12 months. Timely interest collection and closing of accounts within
the specified period is vital for the successful and smooth functioning of gold loan companies like that of ours.
To ensure this, the branches regularly follow up with their gold loan customers through notices served at 3 months
(ordinary notice), 6 months (registered notice), 9 months (registered notice with acknowledgement due) as well
as personal contacts directly and over the phone.

Branch security and safety measures: Electronic Security System

Branches are normally equipped with security devices (Alarms) which automatically alert the branch manager,
regional manager as well as the nearest police station in the event of any theft attempts.

The gold pledged as security is insured with an insurance company. Our Company makes periodic analysis and
revises the insurance policy as per the value/quantity of the gold.

Release of pledge

Once a loan is fully repaid, the pledged gold jewellery is returned to the customer. The customer has to be present
personally along with the gold loan token, at the branch where the pledge was originally made. The branch will
verify the person with the photo taken at the time of pledge and confirm that there is no foul play and the amount
to be paid is informed to the customer from the software and clarifies doubts if any on the amount demanded. The
customer pays the amount at the cash counter and the ornaments are taken out of the safe and handed over to the
customer after confirming them with the list of ornaments mentioned in the token and gold loan application form.

b) Classification of loans/advances given to associates, entities/person related to the board, senior management,
promoters, others, etc:

(₹ In Lakhs)
₹ In Lakhs Particulars Amount
Loans to Promoters Nil
Loans to person related to the board 700.00
Total 700.00

Revaluation of assets.

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Our Company has not revalued its assets in the last three financial years.

Mechanism for redressal of investor grievances

Agreement dated February 14, 2024, between the Registrar to the Issue and our Company provides for settling of
investor grievances in a timely manner and for retention of records with the Registrar to the Issue for a period of
seven years.

All grievances relating to the Issue may be addressed to the Registrar to the Issue and Compliance Officer giving
full details such as name, address of the applicant, number of NCDs applied for, amount paid on application and
the details of Member of Syndicate or Trading Member of the Stock Exchange where the application was
submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either
(a) the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA
Applicant, or (b) the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the
event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Application Locations,
giving full details such as name, address of Applicant, Application Form number, option applied for, number of
NCDs applied for, amount blocked on Application.

Additionally, the Stock Exchange shall be responsible for addressing investor grievances arising from applications
submitted online through the app based/ web interface platform of the Stock Exchange or through its Trading
Members. Further, in accordance with the SEBI MasterCircular, the Designated Intermediaries shall be
responsible for addressing any investor grievances arising from the Applications uploaded by them in respect of
quantity, price or any other data entry or other errors made by them.

We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine investor
grievances will be three (3) business days from the date of receipt of the complaint. In case of non-routine
complaints and complaints where external agencies are involved, we will seek to redress these complaints as
expeditiously as possible.

The contact details of Registrar to the Issue are as follows:

KFIN TECHNOLOGIES LIMITED

Selenium Tower B, Plot No – 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally,
Hyderabad, - 500 032, Telangana, India
Telephone: +91 40 6716 2222
Fax: +91 40 6716 1563
Email: kosamattam.ncdipo24@kfintech.com
Investor Grievance Email: einward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221

Sreenath P. has been appointed as the Compliance Officer of our Company for this issue.

The contact details of Compliance officer of our Company are as follows:

Sreenath P.
Kosamattam Finance Limited
Kosamattam City Centre,
Floor Number 4th & 5th, T.B Road,
Kottayam - 686001,
Kerala, India
Tel.: +91 481 258 6506
E-mail: cs@kosamattam.com

Change in Auditors of our Company during the last three years

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The erstwhile statutory auditors of our Company, M/s. Vishnu Rajendran & Co., Chartered Accountants, were
succeeded by M/s. SGS & Company, Chartered Accountants, who were appointed for a period of three financial
years starting from the Financial Year 2021-2022 and to hold office from the conclusion of the 35th annual general
meeting till the conclusion of the 37th annual general meeting held for the adoption of the financial statements for
the Financial Year 2023-2024, pursuant to a resolution of our shareholders at their annual general meeting held
on September 30, 2021.

Other disclosures

On February 26, 2018, the Financial Intelligence Unit - India, Ministry of Finance categorised Kosamattam
Mathew K. Cherian Financiers Private Limited (since then merged with our Company vide an order of the NCLT
dated June 26, 2018) as a ‘High Risk Financial Institution’ on account of non-compliance with the Prevention of
Money Laundering Act, 2002 and the rules made thereunder in relation to not undertaking registration of principal
officer as on January 31, 2018. Our Company made requisite filings on April 3, 2018 and submitted the same to
the Financial Intelligence Unit.

Undertaking by our Company

Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking
an investment decision, investors must rely on their own examination of the Issuer and the offer including the
risks involved. The securities have not been recommended or approved by any regulato ry authority in India,
including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy
of this document. Specific attention of investors is invited to the statement of ‘Risk factors’ on page 20.

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Prospectus
contains all information with regard to the Issuer and the Issue, that the information contained in this Prospectus
is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which make this
document as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect.

The Issuer has no side letter with any debt securities holder. Any covenants later added shall be disclosed on the
stock exchange website where the debt is listed.

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 Latest ALM statement

The following table describes the ALM of our Company as on March 31, 2024:

More More
More than 2 than 3 More
Up to than 1 months months More than More than than 3 More Non
30/31 month to to 3 to 6 6 months 1 year to 3 years to 5 than 5 sensitive
Particulars days 2 months months months to 1 year years years years to ALM Total
Bank Balance other than Cash & Cash
Equivalent 3,916.65 2,363.75 2,609.39 7,857.36 18,423.11 5,850.53 631.71 0.01 - 41,652.51

Advances 58,547.60 37,333.35 55,395.48 36,901.84 3,41,405.70 915.10 1,374.55 6,386.48 (7,225.36) 5,31,034.74

Investments - - - - - - - - - -

Debt Securities - 5,534.82 - 12,808.51 35,819.95 1,03,355.87 49,487.32 11,176.82 (454.08) 2,17,729.21

Subordinated Liabilities - - - 2,475.21 - 18,492.66 11,992.46 - (30.67) 32,929.65

Borrowings (other than debt securities) 14,593.41 38,186.44 28,720.13 63,154.05 53,540.28 48,754.87 2,502.00 - - 2,49,451.19

Foreign Currency assets - - - - - - - - - -

Foreign Currency liabilities - - - - - - - - - -

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 KEY REGULATION AND POLICIES

The regulations summarised below are not exhaustive and are only intended to provide general information to
Investors and are neither designed nor intended to be a substitute for any professional legal advice. Taxation
statutes such as the IT Act, GST laws (including CGST, SGST and IGST) and applicable local sales tax statutes,
labour regulations such as the Employees State Insurance Act, 1948 and the Employees Provident Fund and
Miscellaneous Provisions Act, 1952, and other miscellaneous regulations such as the Trade Marks Act, 1999 and
applicable Shops and Establishments statutes apply to us as they do to any other Indian company and therefore
have not been detailed below.

The following description is a summary of certain sector specific laws and regulations in India, which are
applicable to our Company. The information detailed in this chapter has been obtained from publications
available in the public domain. The regulations set out below may not be exhaustive and are only intended to
provide general information to the investors and are neither designed nor intended to substitute for professional
legal advice. The statements below are based on the current provisions of the Indian law, and the judicial and
administrative interpretations thereof, which are subject to change or modification by subsequent legislative,
regulatory, administrative, or judicial decisions.

Regulations governing NBFCs

Reserve Bank of India Act, 1934

As per the RBI Act, a financial institution has been defined as a company which includes a non-banking institution
carrying on as its business or part of its business the financing activities, whether by way of making loans or
advances or otherwise, of any activity, other than its own and it is engaged in the activities of loans and advances,
acquisition of shares/stock/bonds/debentures/securities issued by the Government of India or other local
authorities or other marketable securities of like nature, leasing, hire-purchase, insurance business, chit business
but does not include any institution whose principal business is that of carrying out any agricultural or industrial
activities or the sale/purchase/construction of immovable property.

As per prescribed law any company that carries on the business of a non-banking financial institution as its
‘principal business’ is to be treated as an NBFC. The term ‘principal businesses has not been defined in any statute,
however, RBI has clarified through a press release (Ref. No. 1998-99/1269) issued on April 08, 1999, that in order
to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced
from the last audited balance sheet of the company to decide a company’s principal business. The company will
be treated as an NBFC if its financial assets are more than 50 percent of its total assets (netted off by intangible
assets) and income from financial assets should be more than 50 percent of the gross income. Both these tests are
required to be satisfied in order to determine the principal business of a company.

Every NBFC is required to submit to the RBI a certificate, from its statutory auditor within one month from the
date of finalisation of the balance sheet and in any case, not later than December 30 of that year, stating that it is
engaged in the business of non-banking financial institution requiring it to hold a certificate of registration.

NBFCs are primarily governed by the RBI Act and the Master Directions – Reserve Bank of India (Non-Banking
Financial Company – Scale Based Regulation) Directions, 2023, Peer to Peer Lending Platform (Reserve Bank)
Directions 2017, Master Direction– Non-Banking Financial Company - Account Aggregator (Reserve Bank)
Directions, 2016, Reserve Bank Commercial Paper Directions, 2017 and the Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions, 2016. In addition to these regulations, NBFCs are also
governed by various circulars, notifications, guidelines and directions issued by the RBI from time to time.

Although, by definition, NBFCs are permitted to operate in similar sphere of activities as banks, there are a few
important and key differences. The most important distinctions are:

• An NBFC cannot accept deposits repayable on demand – in other words, NBFCs can only accept fixed term
deposits. Thus, NBFCs are not permitted to issue negotiable instruments, such as cheques which are payable
on demand; and

• NBFCs are not allowed to deal in foreign exchange, even if they specifically apply to the RBI for approval
in this regard.

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 Types of NBFCs:

Section 45-IA of the RBI Act makes it mandatory for every NBFC to get itself registered with the Reserve Bank
in order to be able to commence any of the aforementioned activities. The major regulations governing our
Company are detailed below:

On October 19, 2023, the RBI issued a Master Direction – Reserve Bank of India (Non-Banking Financial
Company – Scale Based Regulation) Directions, 2023 (“SBR Directions”). A Revised Regulatory Framework for
NBFCs (“SBR Framework”), whereby NBFCs have been categorised into following four layers based on their
size, activity, and perceived riskiness by the RBI:

i. NBFC- Base Layer (“NBFC-BL”);

ii. NBFC- Middle Layer (“NBFC-ML”);
iii. NBFC- Upper layer (“NBFC-UL”); and
iv. NBFC- Top Layer (“NBFC-TL”)

The NBFC- BL comprise of (a) non-deposit taking NBFCs below the asset size of ₹ 1,00,000 lakh and (b) NBFCs
undertaking the following activities- (i) NBFC-Peer to Peer Lending Platform (NBFC-P2P), (ii) NBFC-Account
Aggregator (NBFC-AA), (iii) Non-Operative Financial Holding Company (NOFHC) and (iv) NBFCs not availing
public funds and not having any customer interface.

The NBFC- ML consist of (a) all deposit taking NBFCs (“NBFC-Ds”), irrespective of asset size, (b) non-deposit
taking NBFCs with asset size of ₹ 1,00,000 lakh and above and (c) NBFCs undertaking the following activities
(i) Standalone Primary Dealers (SPDs), (ii) Infrastructure Debt Fund - Non-Banking Financial Companies (IDF-
NBFCs), (iii) Core Investment Companies (CICs), (iv) Housing Finance Companies (HFCs) and (v) Infrastructure
Finance Companies (NBFC-IFCs).

The NBFC-UL comprise of those NBFCs which are specifically identified by RBI as warranting enhanced
regulatory requirement based on a set of parameters and scoring methodology as provided in appendix to SBR
Framework. The top ten eligible NBFCs in terms of their asset size shall always reside in the upper layer,
irrespective of any other factor.

The NBFC-TL will ideally remain empty. This layer can get populated if RBI is of the opinion that there is a
substantial increase in the potential systemic risk from specific NBFC-UL. Such NBFCs shall move to the NBFC-
TL.

Pursuant the SBR Framework the criteria of asset size of non-deposit NBFCs for classification as non-systemically
important has been increased from ₹ 50,000 lakh to ₹ 1,00,000 lakh (“NBFC-ND”). Therefore, non-deposit
NBFCs with asset size of over ₹ 1,00,000 lakh will be considered as risky and will fall under middle layer
(“NBFC-ND-SI/ NBFC-ML”). The SBR Framework came into effect from October 01, 2022 and provides that
from October 01, 2022 references to NBFC-ND shall mean NBFC-BL and all references to NBFC-D and NBFC-
ND-SI shall mean NBFC-ML or NBFC-UL, as the case may be. The SBR Framework clarified that existing
NBFC-ND-SIs having asset size of ₹ 50,000 lakhs and above but below ₹ 1,00,000 lakh (except those necessarily
featuring in NBFC-Middle Layer) will be known as NBFC-BL.

As on the date of this Prospectus the Company falls under the category of NBFC-ML, as its asset size above
1,00,000 lakhs as per the last audited balance sheet. SBR Directions provide that NBFC-ML shall be subject to
regulations as specified in Section III. In addition, regulatory instructions applicable to NBFC-BL as specified in
Section II shall also be applicable to NBFC-ML, unless stated otherwise.

As of the date of this Prospectus, the NBFC-ML are governed by updated SBR Directions and other applicable
laws.

As the regulatory structure envisages scale based as well as activity-based regulation under the SBR Framework,
the following prescriptions shall apply in respect of the NBFCs:

i. NBFC-P2P, NBFC-AA, NOFHC and NBFCs without public funds and customer interface will always remain
in the base layer of the regulatory structure.

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 ii. NBFC-D, CIC, IFC and HFC will be included in middle layer or the upper layer (and not in the base layer),
as the case may be. SPD and IDF-NBFC will always remain in the middle layer.

iii. The remaining NBFCs, viz., Investment and Credit Companies (NBFC-ICC), Micro Finance Institution
(NBFC-MFI), NBFC-Factors and Mortgage Guarantee Companies (NBFC-MGC) could lie in any of the
layers of the regulatory structure depending on the parameters of the scale based regulatory framework.

iv. Government owned NBFCs shall be placed in the base layer or middle layer, as the case may be. RBI Master
Directions define 'NBFC ICC' to mean a company which is a financial institution carrying on as its principal
business of asset finance, the providing of finance whether by making loans or advances or otherwise for any
activity other than its own and the acquisition of securities.

Further, an NBFC may be registered as a NBFC-D or as a NBFC-ND. The RBI has recently harmonised the
categories of NBFCs into: (i) investment and credit companies (which erstwhile consisted of asset finance
companies, investment companies, and loan companies); (ii) infrastructure finance companies; (iii) infrastructure
debt funds; (iv) NBFC – micro finance institutions; and (v) NBFC – factors Regulatory Requirements of an NBFC
under the RBI Act

Regulatory Requirements of an NBFC under the RBI Act

Our Company has been classified as an NBFC-ND-SI pursuant to a Board resolution of the Company dated April
9, 2013. As on date of filing of this Prospectus the Company falls under the category of NBFC ML, as its assets
size is above ₹ 1,00,000 lakh, as per the last audited balance sheet. SBR Framework provide that NBFCs in the
middle layer (NBFC-ML) shall continue to follow regulations as currently applicable for NBFC-ND-SIs, NBFC-
Ds, CICs, SPDs and HFCs, as the case may be, except for the regulatory changes under SBR Framework
applicable on NBFC-ML.

NBFC-ML

NBFC-ML shall maintain a minimum capital ratio consisting of Tier 1 and Tier 2 capital which shall not be less
than 15 percent of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off-balance
sheet items.

Rating of NBFCs

NBFC-ML shall maintain a minimum capital ratio consisting of Tier 1 and Tier 2 capital which shall not be less
than 15 percent of its aggregate risk weighted assets on balance sheet and of risk adjusted value of off-balance
sheet items.

Prudential Norms

The SBR Master Directions amongst other requirements prescribe guidelines on NBFCs regarding capital
requirement, income recognition, asset classification, provisioning requirements, constitution of audit committee,
capital adequacy requirements, concentration credit/ investment and norms relating gold loans. Further the
concentration of credit/ investment norms shall not apply to non-banking financial company not accessing public
funds in India, either directly or indirectly, and not issuing guarantees.

Corporate governance norms

As per the SBR Directions, all NBFC-MLs are required to adhere to certain corporate governance norms,
including constitution of an audit committee, a nomination and remuneration committee, an asset liability
management committee and risk management committee. NBFCs are required to furnish to the RBI a quarterly
statement on change of directors, and a certificate from the managing director of the NBFC that fit and proper
criteria in selection of the directors has been followed. Further, all applicable NBFCs shall have to frame their
internal guidelines on corporate governance with the approval of its board of directors, enhancing the scope of the
guidelines without sacrificing the spirit underlying the above guidelines and it shall be published on the company's
web-site, if any, for the information of various stakeholders constitution of a nomination committee, a risk
management committee and certain other norms in connection with disclosure, transparency and connected
lending has also been prescribed in the RBI Master Circular. Further, RBI vide notification dated 10 November
2014 has mandated the Audit Committee to ensure that an information systems audit of the internal systems and

308
processes is conducted at least once in two years to assess operational risks faced by the company. RBI has also
mandated the NBFCs to have a policy to ascertain the ‘fit and proper criteria’ at the time of appointment of
directors and on a continuing basis.

Under the terms of SBR Framework following additional corporate governance compliances have been stipulated
for NBFC-ML and NBFC-UL:

(a) Key Managerial Personnel - Except for directorship in a subsidiary, key managerial personnel shall not hold
any office (including directorships) in any other NBFC-ML or NBFC-UL. A timeline of two years is provided
with effect from October 01, 2022 to ensure compliance with these norms. However, they can assume
directorship in NBFC-BLs.

(b) Independent Director - Within the permissible limits in terms of Companies Act, 2013, an independent
director shall not be on the board of more than three NBFCs (NBFC-ML or NBFC-UL) at the same time.
Further, the Board of the NBFC shall ensure that there is no conflict arising out of their independent directors
being on the board of another NBFC at the same time. A timeline of two years is provided with effect from
October 01, 2022 to ensure compliance with these norms. There shall be no restriction to directorship on the
boards of NBFC-BLs, subject to applicable provisions of Companies Act, 2013.

(c) Disclosures - NBFCs shall, in addition to the existing regulatory disclosures, disclose the following in their
annual financial statements, with effect from March 31, 2023:

i. Corporate governance report containing composition and category of directors, shareholding of

nonexecutive directors, etc.

ii. Disclosure on modified opinion, if any, expressed by auditors, its impact on various financial items and
views of management on audit qualifications.

iii. Items of income and expenditure of exceptional nature.

iv. Breaches in terms of covenants in respect of loans availed by the NBFC or debt securities issued by the
NBFC including incidence/s of default.

v. Divergence in asset classification and provisioning above a certain threshold to be decided by RBI.

(d) Chief Compliance Officer – In order to ensure an effective compliance culture, it is necessary to have an
independent compliance function and a strong compliance risk management framework in NBFCs. NBFCs
are, therefore, required to appoint a chief compliance officer (CCO), who should be sufficiently senior in the
organization hierarchy. NBFCs shall put in place a board approved policy laying down the role and
responsibilities of the CCO with the objective of promoting better compliance culture in the organization.

(e) Compensation guidelines - In order to address issues arising out of excessive risk taking caused by misaligned
compensation packages, NBFCs shall put in place a board approved compensation policy. The guidelines
shall at the minimum include, a) constitution of a remuneration committee, b) principles for fixed/ variable
pay structures, and c) malus/ claw back provisions. The nomination and remuneration committee shall ensure
that there is no conflict of interest.

(f) Other Governance matters - NBFCs shall comply with the following:

i. The board shall delineate the role of various committees (audit committee, nomination and remuneration
committee, risk management committee or any other committee) and lay down a calendar of reviews.

ii. NBFCs shall formulate a whistle blower mechanism for directors and employees to report genuine
concerns.

iii. The board shall ensure good corporate governance practices in the subsidiaries of the NBFC.

Core Banking Solution - NBFCs with 10 and more branches are mandated to adopt core banking solution in
accordance with a glide path of 3 years with effect from October 01, 2022.

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Provisioning Requirements

An NBFC-ML, after taking into account the time lag between an account becoming non-performing, its
recognition, the realisation of the security and erosion overtime in the value of the security charged, shall make
provisions against sub-standard assets, doubtful assets and loss assets in the manner provided for in the SBR
Directions.

As per the SBR Directions every applicable NBFC-ML shall make provision for standard assets at 0.40 per cent
of the outstanding, which shall not be reckoned for arriving at net NPAs. The provision towards standard assets
need not be netted from gross advances but shall be shown separately as 'Contingent Provisions against Standard
Assets' in the balance sheet.

Capital Adequacy Norms

Under the terms of SBR Master Directions, NBFCs primarily engaged in lending against gold jewellery (such
loans comprising 50 per cent or more of their financial assets) shall maintain a minimum Tier l capital of 12
percent.

“Tier I Capital” means owned fund as reduced by investment in shares of other non-banking financial companies
and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made
to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, ten per cent of the
owned fund.

Owned Funds, are defined as paid up equity capital, preference shares which are compulsorily convertible into
equity, free reserves, balance in share premium account and capital reserves representing surplus arising
out of sale proceeds of asset, excluding reserves created by revaluation of asset, as reduced by accumulated
loss balance, book value of intangible assets and deferred revenue expenditure, if any.

Asset Classification

The Master Directions require that every NBFC shall, after taking into account the degree of well-defined credit
weaknesses and extent of dependence on collateral security for realisation, classify its lease/hire purchase assets,
loans and advances and any other forms of credit into the following classes:

• Standard assets;
• Sub-standard Assets;
• Doubtful Assets; and
• Loss assets

Further, such class of assets would not be entitled to be upgraded merely as a result of rescheduling, unless it
satisfies the conditions required for such upgradation. At present, every NBFC is required to make a provision for
standard assets at at 0.40 per cent by March 31, 2018 and onwards.

Net Owned Fund

Section 45-IA of the RBI Act provides that to carry on the business of a NBFC, an entity would have to register
as an NBFC with the RBI and would be required to have a minimum net owned fund of ₹ 200 lakhs. For this
purpose, the RBI Act has defined “net owned fund” to mean:

Net Owned Fund - The aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance
sheet of the company, after deducting (i) accumulated balance of losses, (ii) deferred revenue expenditure, (iii)
deferred tax asset (net); and (iv) other intangible assets; and further reduced by the amounts representing,

(i) investment by such companies in shares of (i) its subsidiaries, (ii) companies in the same group, (iii)
other NBFCs; and

(ii) the book value of debentures, bonds, outstanding loans and advances (including hire purchase and lease
finance) made to, and deposits with (i) subsidiaries of such companies; and (ii) companies in the same
group, to the extent such amount exceeds 10 per cent of (a) above.

310
Further, in accordance with RBI Notification No DNBR.007/CGM (CDS) 2015 dated 27 March 2015 which
provides that a non-banking financial company holding a certificate of registration issued by the RBI and having
net owned fund of less than 200 lakhs may continue to carry on the business of non-banking financial institution,
if such company achieves net owned fund of:

i. ₹100 lakhs before April 1, 2016; and

ii. ₹200 lakhs before April 1, 2017

Reserve Fund

In addition to the above, Section 45-IC of the RBI Act requires NBFCs to create a reserve fund and transfer therein
a sum of not less than 20% of its net profits earned annually before declaration of dividend. Such a fund is to be
created by every NBFC irrespective of whether it is a ND NBFC or not. Such sum cannot be appropriated by the
NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation is
required to be reported to the RBI within 21 days from the date of such appropriation.

Maintenance of liquid assets

The RBI through notification dated January 31, 1998, updated as on 31st May, 2018 has prescribed that every
NBFC shall invest and continue to invest in unencumbered approved securities valued at a price not exceeding
the current market price of such securities an amount which shall, at the close of business on any day be not less
than 10% in approved securities and the remaining in unencumbered term deposits in any scheduled commercial
bank; the aggregate of which shall not be less than 15% of the public deposit outstanding at the last working day
of the second preceding quarter.

NBFCs such as our Company, which do not accept public deposits, are subject to lesser degree of regulation as
compared to a NBFC-D and are governed by the RBI’s Master Directions.

An NBFC-ND is required to inform the RBI of any change in the address, telephone no’s, etc. of its Registered
Office, names and addresses of its directors/auditors, names and designations of its principal officers, the specimen
signatures of its authorised signatories, within one month from the occurrence of such an event. Further, an NBFC-
ND would need to ensure that its registration with the RBI remains current.

All NBFCs (whether accepting public deposits or not) having an asset base of ₹10,000 lakhs or more or holding
public deposits of ₹2,000 lakhs or more (irrespective of asset size) as per their last audited balance sheet are
required to comply with the RBI Guidelines for an Asset-Liability Management System.

Similarly, all NBFCs are required to comply with “Know Your Customer Guidelines - Anti Money Laundering
Standards” issued by the RBI, with suitable modifications depending upon the activity undertaken by the NBFC
concerned.

RBI, vide circular bearing reference number RBI/2018-19/130 DNBR (PD) CC.No.097/03.10.001/2018-19 dated
February 22, 2019, has harmonised different categories of NBFCs into fewer ones, based on the principle of
regulation by activity rather than regulation by entity. Accordingly, RBI has merged the three categories of NBFCs
viz. Asset Finance Companies (AFC), Loan Companies (LCs) and Investment Companies (ICs) into a new
category called NBFC - Investment and Credit Company (NBFC-ICC). Further differential regulations relating to
bank’s exposure to the three categories of NBFCs viz., AFCs, LCs and ICs were harmonised. Further, a deposit
taking NBFC-ICC shall invest in unquoted shares of another company which is not a subsidiary company or a
company in the same group of the NBFC, an amount not exceeding twenty per cent of its owned fund.

Lending against security of gold

The RBI pursuant to the SBR Direction has prescribed that all NBFCs shall maintain a loan to value ratio not
exceeding 75% for loans granted against the collateral of gold jewellery. Provided that the value of gold jewellery
for the purpose of determining the maximum permissible loan, amount shall be the intrinsic value of the gold
content therein and no other cost elements shall be added thereto. NBFCs primarily engaged in lending against
gold jewellery (such loans comprising 50% or more of their financial assets) shall maintain a minimum Tier l
capital of 12%. The SBR Directions has issued guidelines with regard to the following:

311
Where the gold jewellery pledged by a borrower at any one time or cumulatively on loan outstanding is more than
20 grams, NBFCs shall keep a record of the verification of the ownership of the jewellery. The ownership
verification need not necessarily be through original receipts for the jewellery pledged but a suitable document
shall be prepared to explain how the ownership of the jewellery has been determined, particularly in each and
every case where the gold jewellery pledged by a borrower at any one time or cumulatively on loan outstanding
is more than 20 grams.

The gold jewellery accepted as collateral by the NBFC shall be valued by the following method:

The gold jewellery accepted as collateral by the NBFC shall be valued by taking into account the preceding 30
days’ average of the closing price of 22 carat gold as per the rate as quoted by the Bombay Bullion Association
Ltd. (BBA) or the historical spot gold price data publicly disseminated by a commodity exchange regulated by
the Forward Markets Commission.

If the purity of the gold is less than 22 carats, the NBFC shall convert the collateral into 22 carat and state the
exact grams of the collateral. In other words, jewellery of lower purity of gold shall be valued proportionately.
NBFC, while accepting gold as collateral, shall give a certificate to the borrower on their letterhead, of having
assayed the gold and state the purity (in terms of carats) and the weight of the gold pledged. NBFCs may have
suitable caveats to protect themselves against disputes during redemption, but the certified purity shall be applied
both for determining the maximum permissible loan and the reserve price for auction.

The auction shall be conducted in the same town or taluka in which the branch that has extended the loan is
located. NBFCs can however pool gold jewellery from different branches in a district and auction it at any location
within the district, subject to meeting the following conditions:

• The first auction has failed.

• The NBFC shall ensure that all other requirements of the extant directions regarding auction (prior notice,
reserve price, arms-length relationship, disclosures, etc.) are met. Non-adherence to the above conditions
will attract strict enforcement action.

While auctioning the gold the NBFC must declare a reserve price for the pledged ornaments. The reserve price
for the pledged ornaments shall not be less than 85 percent of the previous 30 day average closing price of 22
carat gold as declared by the Bombay Bullion Association Ltd. (BBA) or the historical spot gold price data
publicly disseminated by a commodity exchange regulated by the Forward Markets Commission and value of the
jewellery of lower purity in terms of carats shall be proportionately reduced.

It shall be mandatory on the part of the NBFCs to provide full details of the value fetched in the auction and the
outstanding dues adjusted and any amount over and above the loan outstanding shall be payable to the borrower.

NBFCs shall disclose in their annual reports the details of the auctions conducted during the financial year
including the number of loan accounts, outstanding amounts, value fetched and whether any of its sister concerns
participated in the auction.

NBFCs, which are in the business of lending against collateral of gold jewellery, shall ensure that necessary
infrastructure and facilities are put in place, including safe deposit vault and appropriate security measures for
operating the vault, in each of its branches where gold jewellery is accepted as collateral. This is required to
safeguard the gold jewellery accepted as collateral and to ensure convenience of borrowers. No new branch/es
shall be opened without suitable arrangements for security and for storage of gold jewellery, including safe deposit
vault

Reserve Bank of India (Know Your Customer (KYC)) Directions, 2016 dated February 25, 2016, as amended
on January 04, 2024 (“RBI KYC Directions”)

The RBI KYC Directions are applicable to every entity regulated by the RBI, specifically, scheduled commercial
banks, regional rural banks, local area banks, primary (urban) co-operative banks, state and central co-operative
banks, all India financial institutions, NBFCs, miscellaneous non-banking companies and residuary non-banking
companies, amongst others. In terms of the RBI KYC Directions, every entity regulated thereunder is required to
formulate a KYC policy which is duly approved by the board of directors of such entity or a duly constituted
committee thereof. The KYC policy formulated in terms of the RBI KYC Directions is required to include four

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key elements, being customer acceptance policy, risk management, customer identification procedures and
monitoring of transactions. It is advised that all NBFC’S adopt the same with suitable modifications depending
upon the activity undertaken by them and ensure that a proper policy framework of anti-money laundering
measures is put in place. The RBI KYC Directions provide for a simplified procedure for opening accounts by
NBFCs. It also provides for an enhanced and simplified due diligence procedure. It has prescribed detailed
instructions in relation to, inter alia, the due diligence of customers, record management, and reporting
requirements to Financial Intelligence Unit – India. The RBI KYC Directions have also issued instructions on
sharing of information while ensuring secrecy and confidentiality of information held by Banks and NBFCs. The
regulated entities must also adhere to the reporting requirements under Foreign Account Tax Compliance Act and
Common Reporting Standards. The RBI KYC Directions also require the regulated entities to ensure compliance
with the requirements/obligations under international agreements. The regulated entities must also pay adequate
attention to any money-laundering and financing of terrorism threats that may arise from new or developing
technologies, and ensure that appropriate KYC procedures issued from time to time are duly applied before
introducing new products/services/technologies. The RBI KYC Directions were updated on April 20, 2018 to
enhance the disclosure requirements under the Prevention of Money-Laundering Act, 2002 and in accordance
with the Prevention of Money-Laundering Rules vide Gazette Notification GSR 538 (E) dated June 1, 2017 and
the final judgment of the Supreme Court in the case of Justice K.S. Puttaswamy (Retd.) & Another v. Union of
India (Writ Petition (Civil) 494/2012). The Directions were updated to accommodate authentication as per the
AADHAR (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 and use of an
Indian resident’s Aadhar number as a document for the purposes of fulfilling KYC requirement. The RBI KYC
Directions were further updated on January 9, 2020 with a view to leveraging the digital channels for customer
identification process by regulated entities, whereby the RBI has decided to permit video based customer
identification process as a consent based alternate method of establishing the customer’s identity, for customer
onboarding.

Master Direction - Reserve Bank of India (Regulatory Framework for Microfinance Loans) Directions,
2022 dated March 14, 2022

Applicability

The master directions are applicable to the following entities:

i) All Commercial Banks (including Small Finance Banks, Local Area Banks, and Regional Rural Banks)
excluding Payments Banks;
ii) All Primary (Urban) Co-operative Banks/ State Co-operative Banks/ District Central Cooperative Banks; and
iii) All Non-Banking Financial Companies (including Microfinance Institutions and Housing Finance
Companies).

Definition of microfinance loan

A microfinance loan is defined as a collateral-free loan given to a household having annual household income up
to ₹ 3,00,000. For this purpose, the household shall mean an individual family unit, i.e., husband, wife and their
unmarried children. Further, all collateral-free loans, irrespective of end use and mode of application/ processing/
disbursal (either through physical or digital channels), provided to low-income households, i.e., households having
annual income up to ₹ 3,00,000, shall be considered as microfinance loans.

Pricing of loans

According to the directions, each of the regulated entities must implement a board-approved policy on
microfinance loan pricing, on microfinance loans, interest rates and other charges/fees should not be usurious and
shall be subjected to the supervisory scrutiny of the Reserve Bank. Further, according to the master directions
each of the regulated entities shall also disclose pricing related information in a standardised format.

The master directions also lay down the guidelines on conduct towards microfinance borrowers.

Qualifying asset criteria

Under the earlier guidelines, an NBFC that does not qualify as an NBFC-MFI, cannot extend microfinance loans
exceeding 10 per cent of its total assets. As per the master directions, the maximum limit on microfinance loans
for such NBFCs (i.e., NBFCs other than NBFC-MFIs) is now revised to 25 per cent of the total assets.

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Accounting Standards & Accounting policies

NBFCs that are required to implement Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015
(“Accounting Standard Rules”) shall prepare their financial statements in accordance with Ind AS notified by the
Government of India and shall comply with the regulatory guidance specified in the Master Directions. Disclosure
requirements for notes to accounts specified in the Master Directions shall continue to apply. Other NBFCs shall
comply with the requirements of notified Accounting Standards (AS) insofar as they are not inconsistent with
Master Directions. The Ministry of Corporate Affairs (“MCA”), in its press release dated January 18, 2016, issued
a roadmap for implementation of Ind AS converged with IFRS for non-banking financial companies, scheduled
commercial banks, insurers, and insurance companies, which was subsequently confirmed by the RBI through its
circular dated February 11, 2016. The Accounting Standard Rules were subsequently amended by MCA press
release dated March 30, 2016. The Accounting Standard Rules stipulates that NBFCs whose equity and/or debt
securities are listed or in the process of listing on any stock exchange in India or outside India and having a net
worth of less than ₹50,000 lakh, shall comply with Ind AS for accounting periods beginning from April 1, 2023
onwards with comparatives for the periods ending on March 31, 2023 or thereafter. Accordingly, Ind AS is
applicable to our Company with effect from April 1, 2023.

Implementation of Indian Accounting Standards: RBI Notification

The Reserve bank of India vide notification number RBI/2019-20/170 DOR

(NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020 framed regulatory guidance on Ind AS which
will be applicable on Ind AS implementing NBFCs and Asset Reconstruction Companies (ARCs) for preparation
of their financial statements from financial year 2019-20 onwards. These guidelines focus on the need to ensure
consistency in the application of the accounting standards in specific areas, including asset classification and
provisioning, and provide clarifications on regulatory capital in the light of Ind AS implementation.

The guidelines cover aspects on Governance Framework, Prudential Floor for ECL and Computation of
Regulatory Capital and Regulatory Ratios.

Master Direction dated September 29, 2016 on Monitoring of Frauds in NBFCs (Reserve Bank) Directions,
2016

All NBFCs-ML shall put in place a reporting system for frauds and fix staff accountability in respect of delays in
reporting of fraud cases to the RBI. An NBFC-ML is required to report all cases of fraud of ₹1 lakh and above,
and if the fraud is of ₹100 lakhs or above, the report should be sent in the prescribed format within three weeks
from the date of detection thereof. The NBFC-ML shall also report cases of fraud by unscrupulous borrowers and
cases of attempted fraud.

Master Circular dated July 1, 2015 – Frauds – Future approach towards monitoring of frauds in NBFCs

In order to prevent the incidence of frauds in NBFCs, the RBI established a reporting requirement to be followed
by NBFCs-ML. In terms of the circular, all NBFCs-ML shall disclose the amount related to fraud, reported in the
company for the year in their balance sheets. NBFCs failing to report fraud cases to the RBI would be liable for
penal action prescribed under the provisions of Chapter V of the RBI Act. Additionally, the circular provides for
categorisation of frauds and the reporting formats in order to ensure uniformity in reporting.

Master Circular dated July 1, 2015 on returns to be submitted by NBFCs

The circular lists down detailed instructions in relation to submission of returns, including their periodicity,
reporting time, due date, purpose and the requirement of filing such returns by various categories of NBFCs,
including an NBFC-ML . RBI vide notification dated November 26, 2015 titled “Online Returns to be submitted
by NBFCs-Revised” changed the periodicity of NDSI returns from monthly to quarterly.

Reporting by Statutory Auditor

The statutory auditor of the NBFC-ML is required to submit to the Board of Directors of the company along with
the statutory audit report, a special report certifying that the Directors have passed the requisite resolution
mentioned above, not accepted any public deposits during the year and has complied with the prudential norms
relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful

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debts as applicable to it. In the event of non-compliance, the statutory auditors are required to directly report the
same to the RBI.

Master Direction – Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016

In addition to the report made by the auditor under Section 143 of the Companies Act, 2013 on the accounts of an
NBFC-ML, the auditor shall made a separate report to the Board of Directors of the company on inter alia
examination of validity of certificate of registration obtained from the RBI, whether the NBFC is entitled to
continue to hold such certificate of registration in terms of its Principal Business Criteria (financial asset / income
pattern) as on March 31 of the applicable year, whether the NBFC is meeting the required net owned fund
requirement, whether the board of directors has passed a resolution for non-acceptance of public deposits, whether
the company has accepted any public deposits during the applicable year, whether the company has complied with
the prudential norms relating to income recognition, accounting standards, asset classification and provisioning
for bad and doubtful debts as applicable to it, whether the capital adequacy ratio as disclosed in the return
submitted to the Bank in form NBS- 7, has been correctly arrived at and whether such ratio is in compliance with
the minimum CRAR prescribed by the Bank, whether the company has furnished to the Bank the annual statement
of capital funds, risk assets/exposures and risk asset ratio (NBS-7) within the stipulated period, and whether the
non-banking financial company has been correctly classified as NBFC Micro Finance Institutions (MFI).

Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016

All NBFCs are required to put in place a reporting system for filing various returns with the RBI. An NBFC-ML
is required to file on a quarterly basis a return on important financial parameters, including components of assets
and liabilities, profit and loss account, exposure to sensitive sectors etc., NBS-7 on prudential norms on a quarterly
basis, multiple returns on asset-liability management to address concerns regarding inter alia asset liability
mismatches and interest rate risk, quarterly report on branch information, and CRILC on a quarterly basis as well
as all SMA-2 accounts to facilitate early recognition of financial distress, prompt steps for resolution and fair
recovery for lenders.

Financing of NBFCs by bank

The RBI has issued guidelines vide a circular dated bearing number DBR.BP.BC.No.5/21.04.172/2015-16 dated
July 1, 2015 relating to bank financing of NBFCs predominantly engaged in lending against Gold has directed
banks to (i) reduce their regulatory exposure ceiling on a single NBFC, having gold loans to the extent of 50% or
more of its total financial assets 10% of banks’ capital funds. However, the exposure ceiling may go up by 5%,
i.e., up to 15% of banks’ capital funds if the additional exposure is on account of funds on-lent by NBFCs to the
infrastructure sector and (ii) to have an internal sub-limit on their aggregate exposures to all such NBFCs, having
gold loans to the extent of 50% or more of their total financial assets, taken together. The sub-limits should be
within the internal limit fixed by the banks for their aggregate exposure to all NBFCs put together.

Norms for excessive interest rates

In addition, the RBI has introduced vide a circular bearing reference number RBI/ 2006-07/ 414 dated May 24,
2007 whereby RBI has requested all NBFCs to put in place appropriate internal principles and procedures in
determining interest rates and processing and other charges. In addition to the aforesaid instruction, the RBI has
issued a Master Circular on Fair Practices Code dated July 1, 2015 read with the Master Directions for regulating
the rates of interest charged by the NBFCs. These circulars stipulate that the board of each NBFC is required to
adopt an interest rate model taking into account the various relevant factors including cost of funds, margin and
risk premium. The rate of interest and the approach for gradation of risk and the rationale for charging different
rates of interest for different categories of borrowers are required to be disclosed to the borrowers in the application
form and expressly communicated in the sanction letter. Further, this is also required to be made available on the
NBFCs website or published in newspapers and is required to be updated in the event of any change therein.
Further, the rate of interest would have to be an annualised rate so that the borrower is aware of the exact rates
that would be charged to the account.

Supervisory Framework

In order to ensure adherence to the regulatory framework by systemically important ND-NBFCs, the RBI has
directed such NBFCs to put in place a system for submission of an annual statement of capital funds, and risk
asset ratio etc. as at the end of March every year, in a prescribed format. This return is to be submitted

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electronically within a period of three months from the close of every financial year. Further, a NBFC is required
to submit a certificate from its statutory auditor that it is engaged in the business of non-banking financial
institution with requirement to hold a certificate of registration under the RBI Act. This certificate is required to
be submitted within one month of the date of finalisation of the balance sheet and in any other case not later than
December 30 of that particular year. Further, in addition to the auditor’s report under Section 143 of the
Companies Act, 2013 the auditors are also required to make a separate report to the Board of Directors on certain
matters, including correctness of the capital adequacy ratio as disclosed in the return NBS-7 to be filed with the
RBI and its compliance with the minimum CRAR, as may be prescribed by the RBI. Where the statement
regarding any of the items referred relating to the above, is unfavourable or qualified, or in the opinion of the
auditor the company has not complied with the regulations issued by RBI, it shall be the obligation of the auditor
to make a report containing the details of such unfavourable or qualified statements and/or about the non-
compliance, as the case may be, in respect of the company to the concerned Regional Office of the Department
of Non-Banking Supervision of the Bank under whose jurisdiction the registered office of the company is located.

Ombudsman Scheme for Customers of NBFCs

The RBI in public interest and to make the alternate dispute redress mechanism simpler and more responsive
integrated the three Ombudsman schemes –(i) the Banking Ombudsman Scheme, 2006, as amended up to
July 01, 2017; (ii) the Ombudsman Scheme for Non-Banking Financial Companies, 2018; and (iii) the
Ombudsman Scheme for Digital Transactions, 2019 into the Reserve Bank -Integrated Ombudsman Scheme,
2021 (the “Scheme”). Every NBFC shall appoint Principal Nodal Officer in accordance with directions provided
under the said Scheme. Further, NBFCs fulfilling the criteria laid down under the circular on ‘Appointment of
Internal Ombudsman by Non-Banking Financial Companies’dated November 15, 2021 shall appoint the Internal
Ombudsman and adhere to the corresponding guidelines.

Any customer aggrieved by an act or omission of a Regulated Entity resulting in deficiency in service may file a
complaint under the Scheme personally or through an authorised representative as defined under the Scheme

Asset Liability Management

The RBI has prescribed the Guidelines for asset liability management (“ALM”) system in relation to NBFCs
through LRM Framework (“LRM Framework”).The LRM Framework provide that the applicable NBFCs
should ensure sound and robust liquidity risk management system, the board of directors of the NBFC shall frame
a liquidity risk management framework which ensures that it maintains sufficient liquidity, including a
cushion of unencumbered, high quality liquid assets to withstand a range of stress events, including those
involving the loss or impairment of both unsecured and secured funding sources. The liquidity risk management
policy should spell out the entity-level liquidity risk tolerance; funding strategies; prudential limits; system for
measuring, assessingand reporting/ reviewing liquidity; framework for stress testing; liquidity planning under
alternative scenarios/formal contingent funding plan; nature and frequency of management reporting; periodical
review of assumptions used in liquidity projection; etc.

The NBFC shall appoint risk management committee (“RMC”) consisting of chief executive officer (“CEO”)/
managing director (“MD") and heads of various risk verticals, who shall be responsible for evaluating the overall
risks faced by the NBFC including liquidity risk. Further, applicable NBFCs have to constitute asset liability
management committee (“ALCO”) consisting of the NBFC’s top management shall be responsible for ensuring
adherence to the risk tolerance/limits set by the board of directors as well as implementing the liquidity risk
management strategy of the NBFC. The CEO/ MD or the Executive Director (ED) should head the Committee.
The role of the ALCO with respect to liquidity risk should include, inter alia, decision on desired maturity profile
and mix of incremental assets and liabilities, sale of assets as a source of funding, the structure, responsibilities
and controls for managing liquidity risk, and overseeing the liquidity positions of all branches. In addition to
RMC and ALCO, applicable NBFCs shall constitute asset liability management support group (“ALM Support
Group”). ALM Support Group consist of the operating staff responsible for analysing, monitoring and reporting
the liquidity risk profile to the ALCO. The maturity profile should be used for measuring the future cash flows of
NBFCs in different time buckets. Within each time bucket, there could mismatches depending on cash inflows
and outflows. While the mismatches up to one year would be relevant since these provide early warning signals
of impending liquidity problems, the main focus shall be on the short-term mismatches, viz., 1-30/ 31 days. The
net cumulative negative mismatches in the statement of structural liquidity in the maturity buckets 1-7 days, 8-14
days, and 15-30 days shall not exceed 10 percent, 10 percent and 20 per cent of the cumulative cash outflows in
the respective time buckets. NBFCs, however, are expected to monitor their cumulative mismatches (running
total) across all other time buckets upto 1 year by establishing internal prudential limits with the approval of the

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board of directors. NBFCs shall also adopt the above cumulative mismatch limits for their structural liquidity
statement for consolidated operations. Other than liquidity risk the applicable NBFC has to currency risk and
interest rate risk under the terms of LRM Framework.

Foreign Investment Regulations

Foreign investment in Indian securities is regulated through the Consolidated Foreign Direct Investment (“FDI”)
Policy and Foreign Exchange Management Act, 1999 (“FEMA”). The government bodies responsible for granting
foreign investment approvals are the concerned ministries/ departments of the Government of India and the
RBI. The Union Cabinet has approved phasing out the Foreign Investment Promotion Board, as provided
in the press release dated May 24, 2017. Accordingly, pursuant to theoffice memorandum dated June 5,
2017, issued by the Department of Economic Affairs, Ministry of Finance, approval of foreign
investment under the FDI policy has been entrusted to concerned ministries/departments. Subsequently,
the DIPP issued the StandardOperating Procedure (SOP) for Processing FDI Proposals on June 29, 2017
(the “SOP”). The SOP provides a list of the competent authorities for granting approval for foreign investment
for sectors/activities requiring Government approval. For sectors or activities that are currently under
automatic route but which required Government approval earlier as per the extant policy during the
relevant period, the concerned administrative ministry/department shall act as the competent authority (the
“Competent Authority”) for the grant of post facto approval of foreign investment. In circumstances where there
is a doubt as to which department shall act as theCompetent Authority, the DIPP shall identify the Competent
Authority. The DIPP has from time to time made policy pronouncements on FDI through press notes and
press releases which are notified by RBI as amendment to FEMA. In case of any conflict FEMA prevails. The
Foreign Exchange Management (Debt Instruments) Regulations, 2019 notified by RBI on October 17, 2019,
regulate investment in India by a person resident outside India in listed NCDs.The Consolidated FDI Policy
consolidates the policy framework in place as on August 27, 2017. Further, on January 4, 2018 the RBI released
the Master Direction on Foreign Investment in India. Under the approval route, prior approval from the relevant
ministry and competent authorities, as per the procedure established under the Standard Operating Procedure for
Processing FDI Proposals (“SOP”) dated June 29, 2017 or RBI is required. FDI for the items/activities that cannot
be brought in under the automatic route may be brought in through the approval route. Approvals are accorded on
the recommendation of the FIPB, which is chaired by the Secretary, DIPP, with the Union Finance Secretary,
Commerce Secretary and other key Secretaries of the Government of India as its members.As per the sector
specific guidelines of the Government of India, 100 per cent FDI/ Non-Resident Indian (“NRI”) investments are
allowed under the automatic route in certain NBFC activities subject to compliance with guidelines of the RBI in
this regard.

The Recovery of Debts due to Banks and Financial Institutions Act, 1993

The Recovery of Debts due to Banks and Financial Institutions Act, 1993 (the “DRT Act”) provides for
establishment of the Debts Recovery Tribunals (the “DRTs”) for expeditious adjudication and recovery of debts
due to banks and public financial institutions or to a consortium of banks and public financial institutions. Under
the DRT Act, the procedures for recovery of debt have been simplified and time frames have been fixed for speedy
disposal of cases. The DRT Act lays down the rules for establishment of DRTs, procedure for making application
to the DRTs, powers of the DRTs and modes of recovery of debts determined by DRTs. These include attachment
and sale of movable and immovable property of the defendant, arrest of the defendant and his detention in prison
and appointment of receiver for management of the movable or immovable properties of the defendant.

The DRT Act also provides that a bank or public financial institution having a claim to recover its debt, may join
an ongoing proceeding filed by some other bank or public financial institution, against its debtor, at any stage of
the proceedings before the final order is passed, by making an application to the DRT.

Anti-Money Laundering

The RBI has issued a Master Circular dated July 1, 2015 to ensure that a proper policy frame work for the
Prevention of Money Laundering Act, 2002 (“PMLA”) is put into place. The PMLA seeks to prevent money
laundering and provides for confiscation of property derived from or involved in money laundering and for other
matters connected therewith or incidental thereto. It extends to all banking companies, financial institutions,
including NBFCs and intermediaries. Pursuant to the provisions of PMLA and the RBI guidelines, all NBFCs are
advised to appoint a principal officer for internal reporting of suspicious transactions and cash transactions and to
maintain a system of proper record (i) for all cash transactions of value of more than ₹10 lakhs; (ii) all series of
cash transactions integrally connected to each other which have been valued below ₹10 lakhs where such series

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of transactions have taken place within one month and the aggregate value of such transaction exceeds ₹10 lakhs.
Further, all NBFCs are required to take appropriate steps to evolve a system for proper maintenance and
preservation of account information in a manner that allows data to be retrieved easily and quickly whenever
required or when requested by the competent authorities. Further, NBFCs are also required to maintain for at least
ten years from the date of transaction between the NBFCs and the client, all necessary records of transactions,
both domestic or international, which will permit reconstruction of individual transactions (including the amounts
and types of currency involved if any) so as to provide, if necessary, evidence for prosecution of persons involved
in criminal activity.

Additionally, NBFCs should ensure that records pertaining to the identification of their customers and their
address are obtained while opening the account and during the course of business relationship, and that the same
are properly preserved for at least ten years after the business relationship is ended. The identification records and
transaction data is to be made available to the competent authorities upon request.

RBI Notification dated December 3, 2015 titled “Anti-Money Laundering (AML)/ Combating of Financing of
Terrorism (CFT) – Standards” states that all regulated entities (including NBFCs) are to comply with the updated
FATF Public Statement and document ‘Improving Global AML/CFT Compliance: on-going process’ as on
October 23, 2015.

Lending against security of Gold Jewellery

The RBI has issued a circular dated March 21, 2012 stipulating that all NBFCs shall maintain a loan to value ratio
not exceeding 75% for loans granted against the collateral of gold jewellery. NBFCs primarily engaged in lending
against gold jewellery (such loans comprising 50% or more of their financial assets) shall maintain a minimum
Tier l capital of 12% by April 01, 2014. The RBI vide its circular RBI/2013-14/260
DNBS.CC.PD.No.356/03.10.01/2013-14 dated September 16, 2013 issued guidelines with regard to the
following:

i. Appropriate Infrastructure for storage of gold ornaments: A minimum level of physical infrastructure
and facilities is available in each of the branches engaged in financing against gold jewellery including
a safe deposit vault and appropriate security measures for operating the vault to ensure safety of the gold
and borrower convenience. Existing NBFCs should review the arrangements in place at their branches
and ensure that necessary infrastructure is put in place at the earliest. No new branches should be opened
without suitable storage arrangements having been made thereat. No business of grant of loans against
the security of gold can be transacted at places where there are no proper facilities for storage/security.

ii. Prior approval of RBI for opening branches in excess of 1,000: It is henceforth mandatory for NBFC to
obtain prior approval of the Reserve Bank to open branches exceeding 1,000. However NBFCs which
already have more than 1,000 branches may approach the Bank for prior approval for any further branch
expansion. Besides, no new branches will be allowed to be opened without the facilities for storage of
gold jewellery and minimum security facilities for the pledged gold jewellery.

iii. Standardization of value of gold in arriving at the loan to value ratio: For arriving at the value of gold
jewellery accepted as collateral, it will have to be valued at the average of the closing price of 22 carat
gold for the preceding 30 days as quoted by The Bombay Bullion Association Limited.

iv. Verification of the Ownership of Gold: NBFCs should have Board approved policies in place to satisfy
ownership of the gold jewellery and adequate steps be taken to ensure that the KYC guidelines stipulated
by the Reserve Bank are followed and due diligence of the customer undertaken. Where the gold
jewellery pledged by a borrower at any one time or cumulatively on loan outstanding is more than 20
grams, NBFCs must keep record of the verification of the ownership of the jewellery. The method of
establishing ownership should be laid down as a Board approved policy.

v. Auction Process and Procedures: The following additional stipulations are made with respect to
auctioning of pledged gold jewellery:

a) The auction should be conducted in the same town or taluka in which the branch that has extended the
loan is located.

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 b) While auctioning the gold the NBFC should declare a reserve price for the pledged ornaments. The
reserve price for the pledged ornaments should not be less than 85% of the previous 30 day average
closing price of 22 carat gold as declared by The Bombay Bullion Association Limited and value of the
jewellery of lower purity in terms of carats should be proportionately reduced.

c) It will be mandatory on the part of the NBFCs to provide full details of the value fetched in the auction
and the outstanding dues adjusted and any amount over and above the loan outstanding should be payable
to the borrower.

d) NBFCs must disclose in their annual reports the details of the auctions conducted during the financial
year including the number of loan accounts, outstanding amounts, value fetched and whether any of its
sister concerns participated in the auction.

vi. Other Instructions:

a) NBFCs financing against the collateral of gold must insist on a copy of the PAN Card of the borrower
for all transaction above ₹500,000.

b) High value loans of ₹100,000 and above must only be disbursed by cheque.

c) Documentation across all branches must be standardized.

d) NBFCs shall not issue misleading advertisements like claiming the availability of loans in a matter of 2-
3 minutes.

Thereafter, the RBI has by circular bearing number RBI/2013-14/435 DNBS.CC.PD.No.365/03.10.01/2013-14

dated January 08, 2014 raised the loan to value ratio to 75% for loans against the collateral of gold jewellery.
Further, the circular also provides for certain clarifications as regards standardisation of the value of gold and
verification of the ownership of gold.

Power generation regulations

The Ministry of New and Renewable Energy (“MNRE”) regulations

The MNRE is the Central Government ministry with the mandate for formulating schemes and policies for the
research, development, commercialisation and deployment of renewable energy systems/devices for various
applications in rural, urban, industrial and commercial sector. The MNRE has issued a number of guidelines and
schemes on power generation through renewable sources, including a ‘Special Programme on Small Wind Energy
and Hybrid Systems’. In order to ensure quality of wind farm projects and equipments, the MNRE introduced the
“Revised Guidelines for wind power projects” (“MNRE Guidelines”) on June 13, 1996 for the benefit of state
electricity boards, manufacturers, developers and end-users of energy to ensure proper and orderly growth of the
wind power sector. The MNRE Guidelines are periodically updated and issued. The MNRE Guidelines among
other things makes provision for proper planning, siting, selection of quality equipment, implementation and
performance monitoring of wind power projects. The MNRE Guidelines lay down guidelines for the planned
development and implementation of wind power projects.

The MNRE Guidelines set out the conditions that are required to be met for establishing wind farms and
manufacturing and supplying equipment for wind power projects. These conditions include submission of detailed
project reports, approval of sites for wind power installations, type certification by independent testing and
certification agencies (either the Centre of Wind Energy Technology, Chennai or the International certification
agency). Further, all installations are to be carried out only on sites that are approved for wind power projects by
the MNRE. The MNRE Guidelines stipulate that a no objection certificate will be issued only after analysing the
wind data to ensure adequate availability of wind at the specific site. Also, no approval will be granted for a wind
power project which involves the installation of used wind turbines imported into India.

The Indian Renewable Energy Development Agency Limited (“IREDA”)

The IREDA is a public limited government company under the administrative control of the MNRE and in
engaged in encouraging the production of energy through renewable sources. In this respect, the IREDA offers
financial support to specific projects and schemes for generating electricity and promotes the energy conservation

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through by improving the efficiency of systems, processes and resources engaged in energy production and
distribution. In particular, the IREDA offers scheme and incentives for the promotion of wind based energy
production.

Electricity Act, 2003

Under the Electricity Act, 2003, which repealed all the earlier enactments pertaining to this sector, the activity of
generation of wind power does not require any license or permission. Persons engaged in the generation of
electricity from wind power are required to register the project being undertaken with State Nodal Agency and
obtain permission for inter-grid connectivity from the utility. The government has also announced National
Electricity Policy in 2005 to guide the development of the electricity sector in India.

The electricity generated from the wind power project can be used for captive consumption, sale to utility or for
transaction under open access as per the prevailing state policy as well as regulatory orders, if any. Various states
have announced administrative policies relating to wheeling, banking and buy-back of power.

Further, the Electricity Act, 2003 also mandates that all regulatory commissions should procure certain percentage
of power generation from renewable energy sources by all distribution companies. As far as the tariff and wheeling
charges are concerned, it is stipulated that they should be decided by respective regulatory commissions as
provided under the Electricity Regulatory Commissions Act, 1998.

Electricity Regulatory Commissions

Electricity Act retains the two-level regulatory system for the power sector. At the central level, the Central
Electricity Regulatory Commission (“CERC”) is responsible for regulating tariff of generating stations owned by
the central government, or those involved in generating or supplying in more than one states and regulating inter-
state transmission of electricity. The State Electricity Regulatory Commissions (“SERCs”) on the other hand
regulate intra-state transmission and supply of electricity within the jurisdiction of each state. CERC and the
SERCs are guided by the National Electricity Policy, 2005, Tariff Policy, 2006 and the National Electricity Plan
while discharging their functions under Electricity Act. The Electricity Regulatory Commissions are also guided
by any direction given by the central government for CERC or the state government for the SERC pertaining to
any policy involving public interest. The decision of the government is final and non-challengeable with respect
to the question that whether directions pertain to policy involving public interest or not. The commissions have
been entrusted with a variety of functions including determining tariff, granting licensees, settling disputes
between the generating companies and the licensees. The Electricity Regulatory Commissions are a quasi-judicial
authority with powers of a civil court and an appeal against the orders of the Commissions lie to the Appellate
Tribunal.

The CERC has notified the CERC (Terms and Conditions for Recognition and Issuance of Renewable Energy
Certificate for Renewable Energy Generation) Regulations on January 14, 2010 to the promotion of power
generation through renewable sources of energy. In this respect, these regulations contemplate two categories of
certificates, solar and non-solar certificate. The CERC has designated the National Load Dispatch Center to issue
registration certificates and undertakes to provide for the floor price (minimum) and forbearance price (maximum)
for non-solar certificates.

Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
(“SARFAESI”)

The SARFAESI Act regulates the securitization and reconstruction of financial assets of banks and financial
institutions. The SARFAESI Act provides for measures in relation to enforcement of security interests and rights
of the secured creditor in case of default.

The RBI has issued guidelines to banks and financial institutions on the process to be followed for sales of
financial assets to asset reconstruction companies. These guidelines provide that a bank or a financial institution
or an NBFC may sell financial assets to an asset reconstruction company provided the asset is an NPA. A bank or
financial institution or NBFC may sell a financial asset only if the borrower has a consortium or multiple banking
arrangements and at least 75% by value of the total loans to the borrower are classified as an NPA and at least
75% by the value of the banks and financial institutions in the consortium or multiple banking arrangement agree
to the sale. In addition to the above, a financial asset may be sold by any bank or financial institution where the

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asset is reported, by the bank financial institution to Central Repository for Information on Large Credit, as an
NPA wherein the principal or interest payment is overdue between 61-90 days.

As per the SARFAESI Amendment Act of 2004, the constitutional validity of which was upheld in a recent
Supreme Court ruling, non-performing assets have been defined as an asset or account of a borrower, which has
been classified by a bank or financial institution as sub-standard, doubtful or loss asset in accordance with
directions or guidelines issued by the RBI. In case the bank or financial institution is regulated by a statutory
body/authority, NPAs must be classified by such bank in accordance with guidelines issues by such regulatory
authority. The RBI has issued guidelines on classification of assets as NPAs. Further, these assets are to be sold
on a “without recourse” basis only.

The SARFAESI Act provides for the acquisition of financial assets by Securitization Company or Reconstruction
Company from any bank or financial institution on such terms and conditions as may be agreed upon between
them. A securitization company or reconstruction company having regard to the guidelines framed by the RBI
may, for the purposes of asset reconstruction, provide for measures such as the proper management of the business
of the borrower by change in or takeover of the management of the business of the borrower, the sale or lease of
a part or whole of the business of the borrower and certain other measures such as rescheduling of payment of
debts payable by the borrower; enforcement of security.

Additionally, under the provisions of the SARFAESI Act, any securitisation company or reconstruction company
may act as an agent for any bank or financial institution for the purpose of recovering its dues from the borrower
on payment of such fee or charges as may be mutually agreed between the parties.

Various provisions of the SARFAESI Act have been amended by the Enforcement of Security Interest and
Recovery of Debt Laws and Miscellaneous Provisions (Amendment) Act, 2016 as also the Insolvency and
Bankruptcy Code, 2016 (which amended S.13 of SARFAESI). As per this amendment, the Adjudicating Authority
under the Insolvency and Bankruptcy Code, 2016 shall by order declare moratorium for prohibiting inter alia any
action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property
including any action under the SARFAESI Act.

Foreign Investment Regulations

Master Circular – Foreign Investments in India, issued by RBI dated January 04, 2018 (updated as on April
06, 2018), read with the Consolidated FDI Policy Circular of 2017, issued by the Department of Industrial
Policy and Promotion, Ministry of Commerce and Industry, Government of India, dated August 28, 2017 (“FDI
Policy”)

Foreign investment into NBFCs, carrying on activities approved for FDI, will be subject to the conditions specified
in paragraph 5.2.26 of the FDI Policy and foreign investment of up to 100% is permitted under the automatic
route.

Master Circular No.10/2015-16 on Memorandum of Instructions governing money changing activities, issued
by RBI dated July 1, 2015 and updated on September 10, 2015.

Guidelines for Licencing and other Approvals for Authorised Money Changers (AMCs)

Full Fledged Money Changers (FFMCs) are authorised by the Reserve Bank to deal in foreign exchange for
specified purposes, to widen the access of foreign exchange facilities to residents and tourists while ensuring
efficient customer service through competition. FFMCs are authorised to purchase foreign exchange from
residents and non-residents visiting India and to sell foreign exchange for certain approved purposes. AD Category
–I Banks/ADs Category – II/FFMCs may appoint franchisees to undertake purchase of foreign currency*. No
person shall carry on or advertise that he carries on money changing business unless he is in possession of a valid
money changer’s licence issued by the Reserve Bank.

* Note: -Franchisees of AD Category –I Banks/ADs Category – II/FFMCs functioning within 10 kilometres

from the borders of Pakistan and Bangladesh may also sell the currency of the bordering country, with the
prior approval of the Regional offices concerned of the Reserve Bank. Other franchises of AD Category –I
Banks/ADs Category – II/FFMCs cannot sell foreign currency.

Guidelines for appointment of Agents/Franchisees by Authorised Dealer Category –FFMCs.

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Under the Scheme, the Reserve Bank permits FFMCs to enter into franchisee/agency agreements at their option
for the purpose of carrying on Restricted Money Changing business i.e. conversion of foreign currency notes,
coins or travellers’ cheques into Indian Rupees.

A franchisee can be any entity which has a place of business and a minimum Net Owned Funds of ₹10 lakhs.
Franchisees can undertake only restricted money changing business.

FFMCs as the franchisers are free to decide on the tenor of the arrangement as also the commission or fee through
mutual agreement with the franchisee. The Agency/Franchisee agreement to be entered into should include the
salient features as mentioned under the master circular. The master circular also prescribes the procedure for
application, due diligence of franchisees, selection of centres, training, reporting, audit and inspection of
franchisees and Anti Money Laundering (AML)/Know Your Customer (KYC)/Combating the Financing of
Terrorism (CFT) Guidelines.

Note: No licence for appointment of franchisees will be issued to any FFMC, against whom any major
DoE/DRI/CBI/Police case is pending. In case where any FFMC has received one-time approval for
appointing franchisees and subsequent to the date of approval, any DoE/DRI/CBI/Police case is filed, the
FFMC should not appoint any further franchisees and bring the matter to the notice of the Reserve Bank
immediately. A decision will be taken by the Reserve Bank regarding allowing the FFMC to appoint
franchisees.

Operational Instructions

Foreign exchange in any form can be brought into India freely without limit provided it is declared on the Currency
Declaration Form (CDF) on arrival to the Custom Authorities. When foreign exchange brought in the form of
currency notes or travellers’ cheques does not exceed USD $10,000 or its equivalent and/or the value of foreign
currency notes does not exceed USD $5,000 or its equivalent, declaration thereof on CDF is not insisted upon.

Taking out foreign exchange in any form, other than foreign exchange obtained from an authorised dealer or a
money changer is prohibited unless it is covered by a general or special permission of the Reserve Bank. Non-
residents, however, have general permission to take out an amount not exceeding the amount originally brought
in by them, subject to compliance with the provisions of sub-para above.

Authorised Money Changers (AMCs)/franchisees may freely purchase foreign currency notes, coins and
traveller’s cheques from residents as well as non-residents. Where the foreign currency was brought in by
declaring on form CDF, the tenderer should be asked to produce the same. The AMC should invariably insist on
production of declaration in CDF.

AMCs may sell Indian Rupees to foreign tourists/visitors against International Credit Cards/International Debit
Cards and take prompt steps to obtain reimbursement through normal banking channels.

AMCs may issue certificate of encashment when asked for in cases of purchases of foreign currency notes, coins
and travellers cheques from residents as well as non-residents. These certificates bearing authorised signatures
should be issued on the letter head of the money changer and proper record should be maintained.

In cases where encashment certificate is not issued, attention of the customers should be drawn to the fact that
unspent local currency held by non-residents will be allowed to be converted into foreign currency only against
production of a valid encashment certificate.

AMCs may purchase from other AMCs and ADs any foreign currency notes, coins and encashed travellers’
cheques tendered in the normal course of business. Rupee equivalent of the amount of foreign exchange purchased
should be paid only by way of crossed account payee cheque/demand draft/bankers’ cheque/Pay order.

AMCs may sell foreign exchange up to the prescribed ceiling (currently US $ 10,000) specified in Schedule III to
the Foreign Exchange Management (Current Account Transaction) Rules, 2000 during a financial year to persons
resident in India for undertaking one or more private visits to any country abroad (except Nepal and Bhutan).
Exchange for such private visits will be available on a self-declaration basis to the traveller regarding the amount
of foreign exchange availed during a financial year. Foreign nationals permanently resident in India are also

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eligible to avail of this quota for private visits provided the applicant is not availing of facilities for remittance of
his salary, savings, etc., abroad in terms of extant regulations.

AMCs may sell foreign exchange to persons’ resident in India for undertaking business travel or for attending a
conference or specialised training or for maintenance expenses of a patient going abroad for medical treatment or
check-up abroad or for accompanying as attendant to a patient going abroad for medical treatment/check-up up to
the limits as specified in Schedule III to FEMA (Current Account Transactions) Rules, 2000.

AMCs may convert into foreign currency, unspent Indian currency held by non-residents at the time of their
departure from India, provided a valid Encashment Certificate is produced.

AMCs may convert at their discretion, unspent Indian currency up to ₹10,000 in the possession of non-residents
if, for bona fide reasons, the person is unable to produce an Encashment Certificate after ensuring that the
departure is scheduled to take place within the following seven days. FFMCs may provide facility for reconversion
of Indian Rupees to the extent of ₹50,000/- to foreign tourists (not NRIs) against ATM Receipts based on the
following documents- Valid passport and visa, ticket confirmed for departure within 7 days, Original ATM slip.

AMCs may issue a cash memo, if asked for, on official letterhead to travellers to whom foreign currency is sold
by them. The cash memo may be required for production to emigration authorities while leaving the country.

AMCs may put through transactions relating to foreign currency notes and travellers’ cheques at rates of exchange
determined by market conditions and in alignment with the ongoing market rates.

AMCs should display at a prominent place in or near the public counter, a chart indicating the rates for
purchase/sale of foreign currency notes and travellers’ cheques for all the major currencies and the card rates for
any day, should be updated, latest by 10:30 a.m.

AMCs should keep balances in foreign currencies at reasonable levels and avoid build-up of idle balances with a
view to speculating on currency movements.

Franchisees should surrender foreign currency notes, coins and travellers’ cheques purchased only to their
franchisers within seven working days.

The transactions between authorised dealers and FFMCs should be settled by way of account payee crossed
cheques/demand drafts. Under no circumstances should settlement be made in cash.

AMCs may obtain their normal business requirements of foreign currency notes from other AMCs/authorised
dealers in foreign exchange in India, against payment in rupees made by way of account payee crossed
cheque/demand draft.

Where AMCs are unable to replenish their stock in this manner, they may make an application to the Forex
Markets Division, Foreign Exchange Department, Central Office, RBI, Mumbai through an AD Category-I for
permission to import foreign currency into India. The import should take place through the designated AD
Category-I through whom the application is made.

AMCs may export surplus foreign currency notes/encashed travellers’ cheques to an overseas bank through
designated Authorised Dealer Category - I in foreign exchange for realisation of their value through the latter.
FFMCs may also export surplus foreign currency to private money changers abroad subject to the condition that
either the realisable value is credited in advance to the AD Category – I bank’s nostro account or a guarantee is
issued by an international bank of repute covering the full value of the foreign currency notes/coins to be exported.

In the event of foreign currency notes purchased being found fake/forged subsequently, AMCs may write- off up
to US $ 2000 per financial year after approval of their Top Management after exhausting all available options for
recovery of the amount. Any write-off in excess of the above amount, would require the approval of the Regional
Office concerned of the Foreign Exchange Department of the Reserve Bank.

Further, provisions regarding the following are also mentioned-

• Registers and Books of Accounts of Money-changing Business

• Submission of Statements to the Reserve Bank

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• Inspection of Transactions of AMCs
• Concurrent Audit
• Temporary Money Changing Facilities

Opening of Foreign Currency Accounts by AMCs

AMCs, with the approval of the respective Regional Offices of the Foreign Exchange Department, may be allowed
to open Foreign Currency Accounts in India, subject to the following conditions: -

i. Only one account may be permitted at a particular centre.

ii. Only the value of foreign currency notes/encashed TCs exported through the specific bank and realised
can be credited to the account.
iii. Balances in the accounts shall be utilised only for settlement of liabilities on account of:
a. TCs sold by the AMCs and
b. Foreign currency notes acquired by the AMCs from AD Category-I banks.
iv. No idle balance shall be maintained in the said account.

All AMCs are required to submit their annual audited balance sheet to the respective Regional office of the
Reserve Bank for the purpose of verification of their Net Owned Funds along-with a certificate from the statutory
auditors regarding the NOF as on the date of the balance sheet. As AMCs are expected to maintain the minimum
NOF on an ongoing basis, if there is any erosion in their NOF below the minimum level, they are required to bring
it to the notice of the Reserve Bank immediately along with a detailed time bound plan for restoring the Net
Owned Funds to the minimum required level.

FFMCs, which are not Regional Rural Banks (RRBs), Local Area Banks (LABs), Urban Co-operative Banks
(UCBs) and Non-Banking Financial Companies (NBFCs) having a minimum net worth of ₹500 lakhs, may
participate in the designated currency futures and currency options on exchanges recognised by the Securities and
Exchange Board of India (SEBI) as clients only for the purpose of hedging their underlying foreign exchange
exposures. FFMCs and ADs Category–II which are RRBs, LABs, UCBs and NBFCs, may be guided by the
instructions issued by the respective regulatory Departments of the Reserve Bank in this regard.

Insolvency and Bankruptcy Code

The Insolvency and Bankruptcy Code, 2016 (“Code”) consolidates laws relating to insolvency, reorganisation,
and liquidation/ bankruptcy of all persons, including companies, individuals, partnership firms and Limited
Liability Partnerships (“LLPs”). The Code has established an Insolvency and Bankruptcy Board of India to
function as the regulator for all matters pertaining to insolvency and bankruptcy. The Code prescribes a timeline
of 330 days for the insolvency resolution process, which begins from the date the application is admitted by the
NCLT. During this period, the creditors and the debtor shall negotiate and finalise a resolution plan (accepted by
66% of the financial creditors) and in the event, they fail, the debtor is placed in liquidation and the moratorium
lifted. The Code stipulates an interim-moratorium period which would commence after filing of the application
for a fresh start process and shall cease to exist after elapse of a period of 180 days from the date of application.
During such period, all legal proceedings against such debtor should be stayed and no fresh suits, proceedings,
recovery or enforcement action may be initiated against such debtor. However, the Code has also imposed certain
restrictions on the debtor during the moratorium period such as the debtor shall not be permitted to act as a director
of any company or be involved in the promotion or management of a company during the moratorium period. In
light of the COVID-19 pandemic, the Government of India, introduced economic reforms to contribute to the ease
of doing business. One of the reforms introduced is the suspension of the Code for a period of one year. An
ordinance detailing the changes pursuant to this reform is expected to be introduced by the government. Further,
the GoI vide notification dated March 24, 2020 (“Notification”) has amended section 4 of the Code due the
lingering impact of the COVID-19 pandemic. Pursuant to the said Notification, Government of India has increased
the minimum amount of default under the insolvency matters from ₹1,00,000 to ₹1,00,00,000.

The Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers
and Application to Adjudicating Authority) Rules 2019 (“IBC Rules, 2019”)

The Code, which regulates the insolvency resolution process for “corporate persons” previously excluded
financial service providers from its purview. With the notification of the IBC Rules, 2019, the provisions of the
Code will apply to financial service providers as well, which are subject to modifications and additional conditions
as set out in the IBC Rules, 2019. Financial service providers are defined to mean persons engaged in the business

324
of providing financial services in terms of authorisation issued or registration granted by a financial sector
regulator under the Code. “Financial services” is broadly defined in the Code, and includes, inter alia, services in
the nature of acceptance of deposits, administration of assets, underwriting services, advisory services with respect
to dealings in financial products, operation of an investment scheme, and maintenance of records of ownership of
a financial product. The IBC Rules, 2019, lays down the provisions for setting up an advisory committee,
resolution plan and the liquidation process of Financial service providers.

Shops and Establishments legislations in various states

The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of work
and employment in shops and commercial establishments and generally prescribe obligations in respect of inter-
alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health, termination
of services and safety measures and wages for overtime work.

Labour Laws

India has stringent labour related legislations. We are required to comply with certain labour laws, which include
the Employees’ Provident Funds and Miscellaneous Provisions Act 1952, the Code of Wages, 2019, Employees’
Compensation Act, 1923 and the Payment of Gratuity Act, 1972 amongst others.

Intellectual Property

Intellectual Property in India enjoys protection under both common law and statute. Under statute, India provides
for patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and
trademark protection under the Trade Marks Act, 1999. The above enactments provide for protection of
intellectual property by imposing civil and criminal liability for infringement.

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 SECTION VIII- SUMMARY OF MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

The meaning that has been given to such terms in the Articles of Association of our Company. Pursuant to
Schedule I of the Companies Act, 2013 and the SEBI Regulations, the main provisions of the Articles of
Association of our Company are detailed below:

Sr. Particulars Marginal Notes

No.
1. (1) The regulations contained in the Table marked ‘F’ in Schedule I to the Act Table ‘F’ to apply to the
shall apply to the Company, except in so far as the same has been adopted, extent not adopted or
modified, or expressly mentioned as ‘not being applicable’ in these Articles. modified in these Articles
(2) Articles shall act as the regulations for the management of the Company and Company to be governed by
for the observance by its members thereto and their representatives, shall, these Articles
subject to any exercise of the statutory powers of the Company with
reference to the deletion or alteration of, or addition to, its Articles by
resolution as prescribed or permitted by the Companies Act, 2013, be such
as are contained in these Articles, unless the same are repugnant or contrary
to the provisions of the Act or any Applicable Law or any amendment or
notification thereto.
DEFINITIONS AND INTERPRETATION CLAUSE
2. (1) In the interpretation of these Articles the following expressions shall have
the following meanings unless repugnant to the subject or context:
(a) “The Act” means the Companies Act, 2013 and includes any statutory Act
modification or re-enactment thereof for the time being in force and the term
shall be deemed to refer to the applicable section thereof which is relatable
to the relevant Article and any previous company law, so far as may be
applicable.
(b) “Applicable Laws” means all applicable statutes, laws, ordinances, rules and Applicable Laws
regulations, judgments, notifications circulars, orders, decrees, bye- laws,
guidelines, or any decision, or determination, or any interpretation, policy or
administration, having the force of law, including but not limited to, any
authorization by any authority like Ministry of Corporate Affairs, Securities
Exchange Board of India or any other regulatory body, in each case, as may
be applicable to the Company and being in effect from time to time.
(c) “Articles” means Articles of Association for the time being in force or as Articles
may be altered from time to time vide Special Resolution.
(d) “Auditors” means and includes those persons appointed as such for the time Auditors
being of the Company.
(e) “Business Day” shall mean All days excluding Saturdays, Sundays or a Business Day
public holiday in India or at any other payment centre notified in terms of
the Negotiable Instruments Act, 1881.
(f) “Board of Directors” or “Board” shall mean the collective board of the Board
directors of the Company.
(g) “Capital” means the share capital for the time being raised or authorized to Capital
be raised for the purpose of the Company.
(h) “Company” shall mean “Kosamattam Finance Limited”. Company

(i) “Financial Year” shall have the meaning assigned thereto by Section 2(41) Financial Year
of the Act.
(j) “Legal Representative” means a person who in law represents the estate of Legal Representative
a deceased Member.
(k) “Meeting” or “General Meeting” means a meeting of members. Meeting or General Meeting

(l) “Month” means a calendar month. Month

(m) “Annual General Meeting” means a General Meeting of the Members held Annual General Meeting
in accordance with the provision of section 96 of the Act.
(n) “Extra-Ordinary General Meeting” means an Extraordinary General Extra-Ordinary General
Meeting of the Members duly called and constituted and any adjourned Meeting
holding thereof.
(o) “Fully Diluted” means with respect to Securities, all outstanding equity Fully Diluted
shares and all Securities issuable in respect of, Securities convertible into or
exchangeable for equity shares, stock appreciation rights or options,

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Sr. Particulars Marginal Notes
No.
warrants and other irrevocable rights to purchase or subscribe for equity
shares or securities convertible into or exchangeable into equity shares.
(p) “National Holiday” means Republic Day i.e. 26th January, Independence National Holiday
Day i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day as
may be declared as National Holiday by the Central Government.
(q) “Non-retiring Directors” means a director not subject to retirement by Non-retiring Directors
rotation.
(r) “Office” means the registered Office for the time being of the Company. Office

(s) “Ordinary Resolution” shall have the meanings assigned thereto by Section Ordinary Resolution
114(1) of the Act.
(t) “Person” shall be deemed to include corporations and firms as well as Person
individuals.
(u) “Proxy” means an instrument whereby any person is authorized to vote for Proxy
a member at General Meeting or Poll and includes attorney duly constituted
under the power of attorney.
(v) “The Register of Members” means the Register of Members to be kept Register of Members
pursuant to Section 88(1)(a) of the Act.
(w) “Rules” mean the applicable rules for the time being in force as prescribed Rules
under relevant sections of the Act.
(x) “Securities” shall have the meaning ascribed to the term under Section 2(h) Securities
of the Securities Contract (Regulation) Act, 1956.
(y) “Seal” means the common seal for the time being of the Company. Seal

(z) “Share” means a share in the share capital of the Company and includes Share
stock.
(aa) “Special Resolution” shall have the meanings assigned to it by Section Special Resolution
114(2) of the Act.
(bb) “The Statutes” means the Companies Act, 2013 and every other Act for the Statutes
time being in force affecting the Company.
(cc) “These presents” means the Memorandum of Association and the Articles These presents
of Association as originally framed or as altered from time to time.
(dd) “Year” means the calendar year and “Financial Year” shall have the meaning Year
assigned thereto by Section 2(41) of the Act.
(ee) Words importing the singular number include where the context admits or Singular Number
requires the plural number and vice versa.
(ff) Words importing the masculine gender also include the feminine gender. Gender

Save as aforesaid any words and expressions contained in these Articles shall bear Expressions in the Act to
the same meanings as in the Act or any statutory modifications thereof for the bear the same meaning in
time being in force. Articles
SHARE CAPITAL AND VARIATION OF RIGHTS
3. (a) The Authorized Share Capital of the Company shall be such amount as may Authorized Capital
be mentioned in Clause V of Memorandum of Association of the Company
from time to time.
(b) Subject to the provisions of the Act, these Articles, SEBI Guidelines and Shares at the disposal of and
Applicable Laws and other statutory provisions, the shares in the capital of under the control of Board
the Company shall be under the control of the board who may issue, allot or
otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or at
par (subject to compliance with the applicable provisions of the Act) and at
such time as they may from time to time think fit and may issue and allot
shares in the capital of the Company on payment in full or part for any
property or assets of any kind whatsoever purchased by the Company, goods
or machinery supplied or for any services rendered to the Company in the
conduct of its business and any shares which may so be allotted may be
issued as fully paid up or partly paid up otherwise than for cash, and if so
issued, shall be deemed to be fully paid or partly paid up shares, as the case
may be.

Provided that the option or right to call for shares shall not be given to any
person or persons without the sanction of the Company in a general meeting.

327
Sr. Particulars Marginal Notes
No.
4. The Company may in General Meeting from time to time by Ordinary Resolution Increase of capital by the
increase its capital by creation of new Shares which may be unclassified or may Company how carried into
be classified at the time of issue in one or more classes and of such amount or effect
amounts as may be deemed expedient. The new Shares shall be issued upon such
terms and conditions and with such rights and privileges annexed thereto as the
resolution shall prescribe and in particular, such Shares may be issued with a
preferential or qualified right to dividends and in the distribution of assets of the
Company and with a right of voting at General Meeting of the Company in
conformity with Section 47 of the Act. Whenever the capital of the Company has
been increased under the provisions of this Article the Directors shall comply with
the provisions of Section 64 of the Act.
5. Except so far as otherwise provided by the conditions of issue or by these New Capital same as existing
Presents, any capital raised by the creation of new Shares shall be considered as capital
part of the existing capital, and shall be subject to the provisions herein contained,
with reference to the payment of calls and instalments, forfeiture, lien, surrender,
transfer and transmission, voting and otherwise.
6. The Company may issue the following kinds of shares in accordance with these Kinds of Share and Voting
Articles, the Act, the Rules, and Applicable Laws: Rights

(a) Equity Share Capital

i. With voting rights; and / or

ii. With differential rights as to dividend, voting or otherwise in
accordance with the Rules; and

(b) Preference Share Capital

7. Subject to the applicable provisions of the Act and Applicable Laws, any Debentures
debentures, debenture-stock or other securities may be issued at a discount,
premium or otherwise and may be issued on condition that they shall be
convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares etc.
Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the Company in the General Meeting by a Special
Resolution.
8. The Company may exercise the powers of issuing sweat equity shares conferred Issue of Sweat Equity Shares
by Section 54 of the Act of a class of shares already issued subject to such
conditions as may be specified in that sections and rules framed there under.
9. The Company may issue shares to Employees including its Directors other than ESOP
independent directors and such other persons as the rules may allow, under
Employee Stock Option Scheme (ESOP) or any other scheme, if authorized by a
Special Resolution of the Company in the General Meeting subject to the
provisions of the Act, the Rules and applicable guidelines made there under, by
whatever name called.
10. Subject to the provisions of Section 61 of the Act, the Company in the General Consolidation, Sub-Division
Meeting may, from time to time, sub-divide, split or consolidate all or any of the and Cancellation
share capital into shares of larger amount than its existing share or sub- divide its
shares, or any of them into shares of smaller amount than is fixed by the
Memorandum; subject nevertheless, to the provisions of clause (d) of sub- section
(1) of Section 61; Subject as aforesaid the Company in the General Meeting may
also cancel shares which have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the shares so
cancelled.

11. Subject to compliance with applicable provision of the Act and the Rules framed Issue of Depository Receipts
there under, the Company shall have power to issue depository receipts in any
foreign country.
12. (1) Subject to compliance with the applicable provisions of the Act and the Issue of Securities
Rules framed thereunder, the Company shall have power to issue any kind
of securities as permitted to be issued under the Act and rules framed there
under.
(2) Subject to the provision of the Act and the Rules made there under, the Issue of certificate of shares
Company shall have power to issue any kind of securities duly (where shares are not in
subdivided/consolidated as permitted to be issued under the Act and rules demat form)
made there under.

328
Sr. Particulars Marginal Notes
No.
13. (1) Every person whose name is entered as a member in the registrar of Issue of certificate of shares
members, shall be entitled to receive within two months after allotment or (where shares are not in
within one month from the date of receipt by the Company of the application demat form)
for registration of transfer or transmission or within such other periods as the
conditions of issue shall provide;

(a) One certificate for all his shares without payment of any charges; or

(b) Several certificates, each for one or more of his shares, upon payment
of such charges as may be fixed by the Board for each certificate after
the first.
(2) Every certificate shall be under the seal and shall specify the shares to which Certificate to bear seal
it relates and the amount paid-up thereon. Affixation of the seal shall be as
per the applicable provisions of the Act and rules made thereunder.
(3) In respect of any shares or shares held jointly by several persons, the One certificate for shares
Company shall not be bound to issue more than one certificate, and delivery held jointly
of a certificate for a share to one of several joint holders shall be sufficient
delivery to all such shareholders.
14. (a) Every member shall be entitled, without payment, to one or more certificates Share Certificates (where
in marketable lots, for all the shares of each class or denomination registered shares are not in demat form)
in his name, or if the Directors so approve (upon paying such fee as provided
in the relevant laws) to several certificates, each for one or more of such
shares and the Company shall complete and have ready for delivery such
certificates within two months from the date of allotment, unless the
conditions of issue thereof otherwise provide, or within one month of the
receipt of application for registration of transfer, transmission, sub-division,
consolidation or renewal of any of its shares as the case may be. Every
certificate of shares shall be under the seal of the Company and shall specify
the number and distinctive numbers of shares in respect of which it is issued
and amount paid-up thereon and shall be in such form as prescribed under
the Act or as near thereto as possible, provided that in respect of a share or
shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate and delivery of a certificate of shares to one
of several joint holders shall be sufficient delivery to all such holder. Such
certificate shall be issued only in pursuance of a resolution passed by the
Board and on surrender to the Company of its letter of allotment or its
fractional coupons of requisite value, save in cases of issues against letter of
acceptance or of renunciation or in cases of issue of bonus shares. Every
such certificate shall be issued under the seal of the Company, which shall
be affixed in the presence of two Directors or persons acting on behalf of the
Directors under a duly registered power of attorney and the Company
Secretary or some other person appointed by the Board for the purpose and
two Directors or their attorneys and the Company Secretary or other person
shall sign the share certificate, provided that if the composition of the Board
permits of it, at least one of the aforesaid two Directors shall be a person
other than a Managing or whole-time Director. Particulars of every share
certificate issued shall be entered in the Register of Members against the
name of the person, to whom it has been issued, indicating the date of issue.

(b) A Director may sign a share certificate by affixing his signature thereon by
means of any machine, equipment or other mechanical means, such as
engraving in metal or lithography, but not by means of a rubber stamp
provided that the Director shall be responsible for the safe custody of such
machine, equipment or other material used for the purpose.
15. A person subscribing to shares offered by the Company shall have the option Option to receive share
either to receive certificates for such shares or hold the shares in a dematerialized certificate or hold shares
state with a depository. Where a person opts to hold any share with the depository, with depository
the Company shall intimate such depository the details of allotment of the share
to enable the depository to enter in its records the name of such person as the
beneficial owner of that share.
16. If any share certificate be worn out, defaced, mutilated or torn or if there be no Issue of new certificate in
further space on the back for endorsement of transfer, then upon production and place of one defaced, lost or
surrender thereof to the Company, a new certificate may be issued in lieu thereof, destroyed (where shares are
and if any certificate is lost or destroyed then upon proof thereof to the satisfaction not in demat form)

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Sr. Particulars Marginal Notes
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of the Company and on execution of such indemnity as the Board deem adequate,
a new certificate in lieu thereof shall be given. Every certificate under this Article
shall be issued on payment of fees for each certificate as may be fixed by the
Board.
17. The provisions of the foregoing Articles relating to issue of certificates shall Provision as to issue of
mutatis mutandis apply to issue of certificates for any other securities including certificates to apply mutatis
debentures (except where the Act otherwise requires) of the Company. mutandis to debentures, etc.
18. (1) The Company may exercise the powers of paying commissions conferred by Power to pay commission in
the Act, to any person in connection with the subscription to its securities, connection with securities
provided that the rate per cent or the amount of the commission paid or issued
agreed to be paid shall be disclosed in the manner required by the Act and
the Rules.
(2) The rate or amount of the commission shall not exceed the rate or amount Rate of commission in
prescribed in the Rules. accordance with Rules
(3) The commission may be satisfied by the payment of cash or the allotment of Mode of payment of
fully or partly paid shares or partly in the one way and partly in the other. commission
(4) The Company may pay on any issue of shares and debentures such brokerage Brokerage
as may be reasonable and lawful.
19. (1) If at any time the share capital is divided into different classes of shares, the Variation of members’ rights
rights attached to any class (unless otherwise provided by the terms of issue
of the shares of that class) may, subject to the provisions of the Act, and
whether or not the Company is being wound up, be varied with the consent
in writing of such number of the holders of the issued shares of that class, or
with the sanction of a resolution passed at a separate meeting of the holders
of the shares of that class, as prescribed by the Act.
(2) To every such separate meeting, the provisions of these Articles relating to Provisions as to General
General Meetings shall mutatis mutandis apply. Meetings to apply mutatis
mutandis to each meeting
20. The rights conferred upon the holders of the shares of any class issued with Issue of further shares not to
preferred or other rights shall not, unless otherwise expressly provided by the affect the rights of existing
terms of issue of the shares of that class, be deemed to be varied by the creation members
or issue of further shares ranking pari passu therewith.
21. Subject to the provisions of the Act, the Company shall have the power to issue Power to issue redeemable
or reissue cumulative or non-cumulative basis preference shares of one or more preference shares
classes which are liable to be redeemed, or converted to equity shares, on such
terms and conditions and in such manner as determined by the Company in
accordance with the Act.
22. Where at any time, the Company proposes to increase its subscribed capital by Further issue of share capital
issue of further shares, either out of the unissued capital or the increased share
capital, such shares shall be offered:

(a) to persons who, at the date of offer, are holders of Equity Shares of the
Company, in proportion as near as circumstances admit, to the share capital
paid up on those shares by sending a letter of offer on the following
conditions:

i. the aforementioned offer shall be deemed to include a right exercisable

by the person concerned to renounce the shares offered to him or any
of them in favour of any other person and the notice mentioned in sub-
Article (i), above shall contain a statement of this right; and

ii. the aforementioned offer shall be deemed to include a right exercisable

by the person concerned to renounce the shares offered to him or any
of them in favour of any other person and the notice mentioned in sub-
Article (i), above shall contain a statement of this right; and

iii. after the expiry of the time specified in the aforesaid notice or on receipt
of earlier intimation from the person to whom such notice is given that
he declines to accept the shares offered, the Board of Directors may
dispose of them in such manner which is not disadvantageous to the
shareholders and the Company; or

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No.
(b) to employees under any scheme of employees’ stock option, subject to a
special resolution passed by the Company and subject to the conditions as
specified under the Act and Rules thereunder; or

(c) to any persons, if it is authorized by a special resolution passed by the

Company in a General Meeting, whether or not those persons include the
persons referred to in clause (a) or clause (b) above, either for cash or for
consideration other than cash, subject to applicable provisions of the Act and
Rules thereunder
23. A further issue of shares may be made in any manner whatsoever as the Board Mode of further issue of
may determine, among others, by way of initial public offer, further public offer, shares
rights issue, preferential offer or private placement, qualified institutions
placement and such other issuance as may be allowed in accordance with the
prevailing laws and regulations in force, subject to and in accordance of the Act
and other regulations governing such issues.
LEIN
24. (1) The Company shall have a first and paramount lien – Company’s lien on shares

(a) on every share (not being a fully paid share), for all monies (whether
presently payable or not) called, or payable at a fixed time, in respect
of that share; and
(b) on all shares (not being fully paid shares) standing registered in the
name of a single person, for all monies presently payable by him or his
estate to the Company:

Provided that the Board of Directors may at any time declare any share to be
wholly or in part exempt from the provisions of this clause.
25. The Company may sell, in such manner as the Board thinks fit, any shares on As to enforcing lien by sale
which the Company has a lien:

Provided that no sale shall be made –

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the
lien exists as is presently payable, has been given to the registered
holder for the time being of the share or the person entitled thereto by
reason of his death or insolvency or otherwise.
26. (1) To give effect to any such sale, the Board may authorize some person to Validity of sale
transfer the shares sold to the purchaser thereof.
(2) The purchaser shall be registered as the holder of the shares comprised in Purchaser to be registered
any such transfer. holder
(3) The receipt of the Company for the consideration (if any) given for the share Validity of Company’s
on the sale thereof shall (subject, if necessary, to execution of an instrument receipt
of transfer or a transfer by relevant system, as the case may be) constitute a
good title to the share and the purchaser shall be registered as the holder of
the share.
(4) The purchaser shall not be bound to see to the application of the purchase Purchaser not affected
money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings with reference to the sale.
27. (1) The proceeds of the sale shall be received by the Company and applied in Application of proceeds of
payment of such part of the amount in respect of which the lien exists as is sale
presently payable.
(2) The residue, if any, shall, subject to a like lien for sums not presently payable Payments of residual money
as existed upon the shares before the sale, be paid to the person entitled to
the shares at the date of the sale.
28. In exercising its lien, the Company shall be entitled to treat the registered holder Outsider’s lien not to affect
of any share as the absolute owner thereof and accordingly shall not (except as Company’s lien
ordered by a court of competent jurisdiction or unless required by any statute) be
bound to recognize any equitable or other person, whether a creditor of the
registered holder or otherwise. The Company’s lien shall prevail notwithstanding
that it has received notice of any such claim.

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No.
29. The provision of these Articles relating to lien shall mutatis mutandis apply to Provision’s as to lien to apply
any other securities including debentures of the Company. mutatis mutandis to
debentures, etc.
CALL ON SHARES

30. (1) The Board may, from time to time, make calls upon the members in respect Board may make calls
of any monies unpaid on their shares (whether on account of the nominal
value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times.
(2) A call shall be deemed to have been made at the time when the resolution of
the Board authorizing the call was passed and may be required to be paid by
instalments.
(3) Each member shall, subject to receiving at least fourteen days’ notice Notice of call
specifying the time or times and place of payment, pay to the Company, at
the time or times and place so specified, the amount called on his shares.
Provided that before the time for payment of such call and/or before
receiving any amount towards such call, the Board may by notice revoke or
postpone the call so made.
(4) The Board may, from time to time, at its discretion, extend the time fixed for Board may extend time for
payment of any call-in respect of one or more members as the Board may payment
deem appropriate in any circumstances.
31. The joint holders of a share shall be jointly and severally liable to pay all calls in Liability of joint holders of
respect thereof. shares
32. (1) If a sum called in respect of a share is not paid before or on the day appointed When interest on call or
for payment thereof (the “due date”), the person from whom the sum is due instalment payable
shall pay interest thereon and such other expenses which have been incurred
by the Company due to non-payment of such call as the Board may think fit,
from the due date to the time of actual payment at such rate as may be fixed
by the Board.

(2) In case of non-payment of such sum, all the relevant provisions of these Board may waive interest
Articles as to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made and
notified.
33. (1) Any sum which by the terms of issue of a share becomes payable on Sums deemed to be calls
allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall, for the purposes of these Articles, be
deemed to be a call duly made and payable on the date on which by the terms
of issue such sum becomes payable.
(2) In case of non-payment of such sum, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made and
notified.
34. The Board – Payment in anticipation of
calls may carry interest
(a) may, if it thinks fit, receive from any member willing to advance the
same, all or any part of the monies uncalled and unpaid upon any shares
held by him; and

(b) upon all or any of the monies so advanced, may (until the same would,
but for such advance, become presently payable) pay interest at such
rate as may be fixed by the Board. Nothing contained in this clause shall
confer on the members (a) any right to participate in profits or dividends
or (b) any voting rights in respect of the moneys so paid by him until
the same would, but for such payment, become presently payable by
him.
35. If by the conditions of allotment of any shares, the whole or part of the amount of Instalments on shares to be
issue price thereof shall be payable by instalments, then every such instalment duly paid
shall, when due, be paid to the Company by the person who, for the time being
and from time to time, is or shall be the registered holder of the share or the legal
representative of a deceased registered holder.
36. All calls shall be made on a uniform basis on all shares falling under the same Calls on shares of same class
class. to be on uniform basis

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Sr. Particulars Marginal Notes
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Explanation: Shares of all the same nominal value on which different amounts
have been paid – up shall not be deemed to fall under the same class.
37. Neither a judgment nor a decree in favour of the Company for calls or other Partial payment not to
money due in respect of any shares nor any part payment or satisfaction thereof preclude forfeiture
nor the receipt by the Company of a portion of any money which shall from time
to time be due from any member in respect of any shares either by way of
principal or interest nor any indulgence granted by the Company in respect of
payment of any such money shall preclude the forfeiture of such shares as herein
provided.
38. The provision of these Articles relating to calls shall mutatis mutandis apply to Provisions as to calls to apply
any other securities including debentures of the Company. mutatis mutandis to
debentures, etc
TRANSFER OF SHARES
39. (i) A common form of transfer shall be used and the instrument of transfer of Instrument of transfer to be
any share in the Company shall be in writing which shall be duly executed executed by transferor and
by or on behalf of both the transferor and transferee and all provisions of transferee
Section 56 of the Act and statutory modifications thereof for the time being
shall be duly complied with in respect of all transfer of shares and
registration thereof.

(ii) The transferor shall be deemed to remain a holder of the share until the name
of the transferee is entered in the register of members in respect thereof.
40. The instrument of transfer of any share shall be in writing and all the provisions Transfer Form
of Section 56 and statutory modification thereof including other applicable
provisions of the Act or Applicable Law shall be duly complied with in respect
of all transfers of shares and registration thereof.
41. Subject to the provisions of Section 58 of the Act and Section 22A of the Board may refuse to register
Securities Contracts (Regulation) Act, 1956, the Board may, at its own absolute transfer
discretion and without assigning any reasons, decline to register or acknowledge:
Transfer not to be refused on
(i) The transfer of a share, whether fully paid or not (notwithstanding that ground of indebtedness
a proposed transferee be already a member), to a person of whom they
do not approve; or

(ii) Any transfer of shares on which the Company has a lien;

But in such cases it shall, within thirty (30) days from the date on which the
instrument of transfer was lodged with the Company, send to the transferee and
the transferor, notice of the refusal to register such transfer.

Provided that registration of transfer shall, however, not be refused on the ground
of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever except a lien on the shares.
42. The Board may decline to register any instrument of transfer unless – Board may decline to register
instrument of transfer
(a) the instrument of transfer is duly stamped, dated and executed and is in the
form as prescribed in the Rules made under sub-section (1) of section 56 of
the Act;

(b) the instrument of transfer is accompanied by the certificate of the shares to

which it relates, and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

43. No fee shall be charged for registration of transfer, transmission, Probate, No fee on transfer
Succession Certificate and letter of administration, Certificate of Death or
Marriage, Power of Attorney or similar other document with the Company.
44. The Board of Directors shall have power on giving not less than seven days Closure of Register of
previous notice in accordance with section 91 of the Act and rules made there Members or debenture
under to close the Register of Members and/or the Register of debentures holders holder or other security
and/or other security holders and registration of transfer may be suspended at such holders
time or times and for such period or periods, not exceeding thirty days at a time,
and not exceeding in the aggregate forty five days in each year as it may seem
expedient to the Board.

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45. The instrument of transfer shall after registration be retained by the Company and Custody of transfer Deeds
shall remain in its custody. All instruments of transfer which the Directors may
decline to register shall on demand be returned to the persons depositing the same.
The Directors may cause to be destroyed all the transfer deeds with the Company
after such period as they may determine
46. Where an application of transfer relates to partly paid shares, the transfer shall not Application for transfer of
be registered unless the Company gives notice of the application to the transferee partly paid shares
and the transferee makes no objection to the transfer within two weeks from the
receipt of the notice.
47. The provisions of these Articles relating to transfer of shares shall mutatis Provisions as to transfer of
mutandis apply to any other securities including debentures of the Company. shares to apply mutatis
mutandis to debentures, etc.
NOMINATION AND TRANSMISSION OF SHARES
48. (i) Notwithstanding anything contained in the articles, every holder of securities Nomination
of the Company may, at any time, nominate a person in whom his/her
securities shall vest in the event of his/her death and the provisions of Section
72 of the Companies Act, 2013 shall apply in respect of such nomination.

(ii) No person shall be recognized by the Company as a nominee unless an

intimation of the appointment of the said person as nominee has been given
to the Company during the lifetime of the holder(s) of the securities of the
Company in the manner specified under Section 72 of the Companies Act,
2013 read with Rule 19 of the Companies (Share Capital and Debentures)
Rules, 2014.

(iii) The Company shall not be in any way responsible for transferring the
securities consequent upon such nomination.

(iv) If the holder(s) of the securities survive(s) the nominee, then the nomination
made by the holder(s) shall be of no effect and shall automatically stand
revoked.
49. (1) On the death of a member, the survivor or survivors where the member was
a joint holder, and his nominee or nominees or legal representatives where
he was a sole holder, shall be the only persons recognized by the Company
as having any title to his interest in the shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder from
any liability in respect of any share which had been jointly held by him with
other persons.
50. (1) Any person becoming entitled to a share in consequence of the death or Transmission Clause
insolvency of a member may, upon such evidence being produced as may
from time to time properly be required by the Board and subject as
hereinafter provided, elect, either –
a) to be registered himself as holder of the share; or
b) to make such transfer of the share as the deceased or insolvent
member could have made.
(2) The Board shall, in either case, have the same right to decline or suspend Board’s right unaffected
registration as it would have had, if the deceased or insolvent member had
transferred the share before his death or insolvency.
(3) The Company shall be fully indemnified by such person from all liability, if Indemnity to the Company
any, by actions taken by the Board to give effect to such registration or
transfer.
51. (1) If the person so becoming entitled shall elect to be registered as holder of the Right to election of holder of
share himself, he shall deliver or send to the Company a notice in writing share
signed by him stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his Manner of testifying election
election by executing a transfer of the share.
(3) All the limitations, restrictions and provisions of these regulations relating Limitations applicable to
to the right to transfer and the registration of transfers of shares shall be notice
applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or transfer were a
transfer signed by that member.
52. A person becoming entitled to a share by reason of the death or insolvency of the Claimant to be entitled to
holder shall be entitled to the same dividends and other advantages to which he same advantage

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Sr. Particulars Marginal Notes
No.
would be entitled if he were the registered holder of the share, except that he shall
not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to meetings
of the Company:

Provided that the Board may, at any time, give notice requiring any such person
to elect either to be registered himself or to transfer the share, and if the notice is
not complied with within ninety days, the Board may thereafter withhold payment
of all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
53. Notwithstanding anything contained in Article 41, in the case of any share Form of transfer Outside
registered in any register maintained outside India the instrument of transfer shall India
be in a form recognized by the law of the place where the register is maintained
but subject thereto shall be as near to the form prescribed under sub- section 1 of
section 56 of the Act or any modification thereof as circumstances permit.
54. The provisions of these Articles relating to transmission by operation of law shall Provisions as to transmission
mutatis mutandis apply to any other securities including debentures of the to apply mutatis mutandis to
Company. debentures, etc.
55. If a member fails to pay any call, or instalment of a call or any money due in If call or instalment not paid
respect of any share, on the day appointed for payment thereof, the Board may, at notice must be given
any time thereafter during such time as any part of the call or instalment remains
unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or
in part, serve a notice on him requiring payment of so much of the call or
instalment or other money as is unpaid, together with any interest which may have
accrued and all expenses that may have been incurred by the Company by reason
of non-payment.
56. The notice aforesaid shall: Form of Notice
a) name a further day (not being earlier than the expiry of fourteen days
from the date of service of the notice) on or before which the payment
required by the notice is to be made; and
b) state that, in the event of non-payment on or before the day so named,
the shares in respect of which the call was made shall be liable to be
forfeited.
57. If the requirements of any such notice as aforesaid are not complied with, any In default of payment of
share in respect of which the notice has been given may, at any time thereafter, shares to be forfeited
before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect.
58. Neither the receipt by the Company for a portion of any money which may from Receipt of part amount or
time to time be due from any member in respect of his shares, nor any indulgence grant of indulgence not to
that may be granted by the Company in respect of payment of any such money, affect forfeiture
shall preclude the Company from thereafter proceeding to enforce a forfeiture in
respect of such shares as herein provided. Such forfeiture shall include all
dividends declared or any other moneys payable in respect of the forfeited shares
and not actually paid before the forfeiture.
59. When any share shall have been so forfeited, notice of the forfeiture shall be given Entry of forfeiture in register
to the defaulting member and an entry of the forfeiture with the date thereof, shall of members
forthwith be made in the register of members but no forfeiture shall be invalidated
by any omission or neglect or any failure to give such notice or make such entry
as aforesaid.
60. The forfeiture of a share shall involve extinction at the time of forfeiture, of all Effect of forfeiture
interest in and all claims and demands against the Company, in respect of the
share and all other rights incidental to the share.
61. (1) A forfeited share shall be deemed to be the property of the Company and Forfeited shares may be sold,
may be sold or re-allotted or otherwise disposed of either to the person who etc.
was before such forfeiture the holder thereof or entitled thereto or to any
other person on such terms and in such manner as the Board thinks fit.
(2) At any time before a sale, re-allotment, or disposal as aforesaid, the Board Cancellation of forfeiture
may cancel the forfeiture on such terms as it thinks fit.
62. (1) A person whose shares have been forfeited shall cease to be a member in Members still liable to pay
respect of the forfeited shares, but shall, notwithstanding the forfeiture, money owing at the time of
remain liable to pay, and shall pay, to the Company all monies which, at the forfeiture
date of forfeiture, were presently payable by him to the Company in respect
of the shares.

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Sr. Particulars Marginal Notes
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(2) All such monies payable shall be paid together with interest thereon at such Member still liable to pay
rate as the Board may determine, from the time of forfeiture until payment. money owing at time of
The Board may, if it thinks fit, but without being under any obligation to do forfeiture and interest
so, enforce the payment of the whole or any portion of the monies due,
without any allowance for the value of the shares at the time of forfeiture or
waive payment in whole or in part.
63. (1) A duly verified declaration in writing that the declarant is a director, the Certificate of forfeiture
manager or the Company Secretary of the Company, and that a share in the
Company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share;
(2) The Company may receive the consideration, if any, given for the share on Title of purchaser and
any sale, re-allotment or disposal thereof and may execute a transfer of the transferee of forfeited shares
share in favour of the person to whom the share is sold or disposed of;
(3) The transferee shall thereupon be registered as the holder of the share; and Transferee to be registered as
holder
(4) The transferee shall not be bound to see to the application of the purchase Transferee not affected
money, if any, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale, re-
allotment or disposal of the share.
64. Upon any sale after forfeiture or for enforcing a lien in exercise of the powers Validity of sales
hereinabove given, the Board may, if necessary, appoint some person to execute
an instrument for transfer of the shares sold and cause the purchaser’s name to be
entered in the register of members in respect of the shares sold and after his name
has been entered in the register of members in respect of such shares the validity
of the sale shall not be impeached by any person.
65. Upon any sale, re-allotment or other disposal under the provisions of the Cancellation of share
preceding Articles, the certificate(s), if any, originally issued in respect of the certificate in respect of
relative shares shall (unless the same has on demand by the Company been forfeited shares
previously surrendered to it by the defaulting member) stand cancelled and
become null and void and be of no effect, and the Board shall be entitled to issue
a duplicate certificate(s) in respect of the said shares to the person(s) entitled
thereto.
66. The Board may, subject to the provisions of the Act, accept a surrender of any Surrender of share
share from or by any member desirous of surrendering them on such terms as they certificates
think fit.
67. The provisions of these Articles as to forfeiture shall apply in the case of non- Sums deemed to be calls
payment of any sum which, by the terms of issue of a share, becomes payable at
a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and
notified.
68. The provisions of these Articles relating to forfeiture of shares shall mutatis Provisions as to forfeiture of
mutandis apply to any other securities including debentures of the Company. shares to apply mutatis
mutandis to debentures, etc.
ALTERATION OF CAPITAL
69. Subject to the provision of the Act, the Company may, by ordinary resolution – Power to alter share capital
(a) increase the share capital by such sum, to be divided into shares of such
amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares:

(c) Provided that any consolidation and division which results in changes
in the voting percentage of members shall require applicable approvals
under the Act;

(d) convert all or any of its fully paid-up shares into stock, and reconvert
that stock into fully paid-up shares of any denomination;

(e) sub-divide its existing shares or any of them into shares of smaller
amount than is fixed by the memorandum;

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(f) cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person.
70. Where shares are converted into stock: Shares may be converted into
stock
(a) the holders of stock may transfer the same or any part thereof in the same
manner as, and subject to the same Articles under which, the shares from
which the stock arose might before the conversion have been transferred, or
as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock
transferable, so, however, that such minimum shall not exceed the nominal
amount of the shares from which the stock arose;
(b) the holders of stock shall, according to the amount of stock held by them, Right of stockholders
have the same rights, privileges and advantages as regards dividends, voting
at meetings of the Company, and other matters, as if they held the shares
from which the stock arose; but no such privilege or advantage (except
participation in the dividends and profits of the Company and in the assets
on winding up) shall be conferred by an amount of stock which would not,
if existing in shares, have conferred that privilege or advantage;
(c) such of these Articles of the Company as are applicable to paid-up shares
shall apply to stock and the words “share” and “shareholder”/ “member”
shall include “stock” and “stockholder” respectively.

71. The Company may, by resolution as prescribed by the Act, reduce in any manner Reduction of capital
and in accordance with the provisions of the Act and the Rules:

(a) its share capital; and/or

(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital
JOINT-HOLDERS
72. Where two or more persons are registered as joint holders (not more than three) Joint-holders
of any share, they shall be deemed (so far as the Company is concerned) to hold
the same as joint holders with benefits of survivorship, subject to the following
and other provisions contained in these Articles:
(a) The joint-holders of any share shall be liable severally as well as jointly for Liability of Joint holders
and in respect of all calls or instalments and other payments which ought to
be made in respect of such share.
(b) On the death of any one or more of such joint-holders, the survivor or Death of one or more joint-
survivors shall be the only person or persons recognized by the Company as holders
having any title to the share, but the Directors may require such evidence of
death as they may deem fit, and nothing herein contained shall be taken to
release the estate of a deceased joint-holder from any liability on shares held
by him jointly with any other person.
(c) Any one of such joint holders may give effectual receipts of any dividends, Receipt of one sufficient
interests, or other moneys payable in respect of such share.
(d) Only the person whose name stands first in the register of members as one Delivery of certificate and
of the joint-holders of any share shall be entitled to the delivery of certificate, giving of notice to first
if any, relating to such share or to receive notice (which term shall be deemed named holder
to include all relevant documents) and any notice served on or sent to such
person shall be deemed service on all the joint-holders.
(e) Several executors or administrators of a deceased member in whose Executors or administrators
(deceased member) sole name any share stands, shall for the purpose of this as joint holders
clause be deemed joint holders.
(f) The provisions of these Articles relating to joint holders of shares shall Provisions as to joint holders
mutatis mutandis apply to any other securities including debentures of the as to shares to apply mutatis
Company registered in joint names. mutandis to debentures, etc

CAPITALISATION OF PROFITS

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73. (1) The Company, in general meeting may, upon the recommendation of the Capitalisation
Board, resolve –

(a) that it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts,
securities premium account or to the credit of the profit and loss
account, or otherwise available for distribution; and

(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2)
(2) The sum aforesaid shall not be paid in cash but shall be applied, either in or Sum how applied
towards:

(a) paying up any amounts for the time being unpaid on any shares held by
such members respectively;

(b) paying up in full, unissued shares or other securities of the Company to

be allotted and distributed, credited as fully paid-up, to and amongst
such members in the proportion as may be determined by the law in
accordance with the law;

(c) partly in the way specified in sub-clause (a) and partly in that specified
in sub-clause (b).

(d) A securities premium account and a capital redemption reserve account

or any other permissible reserve account may, for the purposes of this
Article, be applied in the paying up of unissued shares to be issued to
members of the Company as fully paid bonus shares;
(e) The Board shall give effect to the resolution passed by the Company in
pursuance of this Article.

74. (1) Whenever such a resolution as aforesaid shall have been passed, the Board Powers of the Board for
shall – capitalisation

(a) make all appropriations and applications of the amounts resolved to be

authorized thereby, and all allotments and issues of fully paid shares or
other securities, if any; and

(b) generally, do all acts and things required to give effect thereto.
(2) The Board shall have power – Board’s power to issue
fractional certificate/coupon
(a) to make such provisions, by the issue of fractional certificates/coupons etc.
or by payment in cash or otherwise as it thinks fit, for the case of shares
or other securities becoming distributable in fractions; and

(b) to authorize any person to enter, on behalf of all the members entitled
thereto, into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid-up, of any further
shares or other securities to which they may be entitled upon such
authorized on, or as the case may require, for the payment by the
Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be authorized, of the amount or any
part of the amounts remaining unpaid on their existing shares. Any
agreement made under such authority shall be effective and binding on
such members.
BORROWING POWERS

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75. Subject to the provisions of Sections 73, 179 and 180, and other applicable Power to borrow
provisions of the Act, Applicable Law and these Articles, the Board may, from
time to time, at its discretion by resolution passed at the meeting of a Board:

(i) accept or renew deposits from Shareholders;

(ii) borrow money by way of issuance of Debentures;
(iii) borrow money otherwise than on Debentures;
(iv) generally, raise or borrow or secure the payment of any sum or sums of
money for the purposes of the Company.

Provided, however, that where the money to be borrowed together with the money
already borrowed (apart from temporary loans obtained from the Company’s
bankers in the ordinary course of business) exceed the aggregate of the Paid-up
capital of the Company and its free reserves (not being reserves set apart for any
specific purpose), the Board shall not borrow such money without the consent of
the Company by way of a Special Resolution in a General Meeting.
Provided further that the Board may delegate the power specified in sub clause Delegation of power to
(iii) herein above (i.e. to borrow money otherwise than on debentures) to a borrow
committee constituted for the purpose.
76. Subject to the provisions of the Act and these Articles, any bonds, debentures, Issue of discount etc. or with
debenture-stock or any other securities may be issued at a discount, premium or special privileges
otherwise and with any special privileges and conditions as to redemption,
surrender, allotment of shares, appointment of Directors or otherwise; provided
that debentures with the right to allotment of or conversion into shares shall not
be issued except with the sanction of the Members by Special Resolution in the
General Meeting.
77. The payment and/or repayment of moneys borrowed or raised as aforesaid or any Security payment or
moneys owing otherwise or debts due from the Company may be secured in such repayment of Moneys
manner and upon such terms and conditions in all respects as the Board may think
fit, and in particular by mortgage, charter, lien or any other security upon all or
any of the assets or property (both present and future) or the undertaking of the
Company including its uncalled capital for the time being, or by a guarantee by
any Director, Government or third party, and the bonds, debentures and debenture
stocks and other securities may be made assignable, free from equities between
the Company and the person to whom the same may be issued and also by a
similar mortgage, charge or lien to secure and guarantee, the performance by the
Company or any other person or Company of any obligation undertaken by the
Company or any person or Company as the case may be.
78. Any bonds, debentures, debenture-stock or their securities issued or to be issued Bonds, Debentures etc. to be
by the Company shall be under the control of the Board who may issue them upon under the control of the
such terms and conditions, and in such manner and for such consideration as they Directors.
shall consider to be for the benefit of the Company.
79. If any uncalled capital of the Company is included in or charged by any mortgage Mortgage of uncalled Capital
or other security the Directors shall subject to the provisions of the Act and these
Articles, make calls on the members in respect of such uncalled capital in trust
for the person in whose favour such mortgage or security is executed.
80. Subject to the provisions of the Act and these Articles if the Directors or any of Buy-back of shares
them or any other person shall incur or be about to incur any liability whether as
principal or surety for the payment of any sum primarily due from the Company,
the Directors may execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the assets of the Company by
way of indemnity to secure the Directors or person so becoming liable as
aforesaid from any loss in respect of such liability.
BUY-BACK OF SHARES
81. Notwithstanding anything contained in these Articles but subject to all applicable Buy-back of shares
provisions of the Act or any Applicable Law for the time being in force, the
Company may purchase its own shares or other specified securities.
GENERAL MEETINGS
82. All General Meetings other than Annual General Meeting shall be called Extraordinary general
Extraordinary General Meeting. meeting
83. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. Powers of Board to call
extraordinary general
(ii) If at any time directors capable of acting who are sufficient in number to meeting
form a quorum are not within India, any director or any two members of the

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Company may call an extraordinary general meeting in the same manner, as
nearly as possible, as that in which such a meeting may be called by the
Board.
PROCEEDINGS AT GENERAL MEETINGS
84. (1) No business shall be transacted at any general meeting unless a quorum of Liability of Members
members is present while transacting business.
(2) No business shall be discussed or transacted at any general meeting except Business confined to election
election of Chairperson whilst the chair is vacant. of Chairperson whilst chair
vacant
(3) The quorum for a general meeting shall be as provided in section 103 of the Chairperson whilst chair
Act. vacant
Quorum for general meeting
85. The Chairperson of the Company shall preside as Chairperson at every general Directors to elect a
meeting of the Company. Chairperson
86. If there is no such Chairperson, or if he is not present within fifteen minutes after Directors to elect a
the time appointed for holding the meeting, or is unwilling to act as chairperson Chairperson
of the meeting, the directors present shall elect one among themselves to be
Chairperson of the meeting.
87. If at any meeting no director is willing to act as Chairperson or if no director is Members to elect a
present within fifteen minutes after the time appointed for holding the meeting, Chairperson
the members present shall, by show of hands, by poll or electronically, choose
one of their members to be Chairperson of the meeting.
88. On any business at any general meeting, in case of an equality of votes, whether Casting vote of Chairperson
on a show of hands or electronically or on a poll, the Chairperson shall have a at general meeting
second or casting vote.
89. (1) The Company shall cause minutes of the proceedings of every general Minutes of proceedings of
meeting of any class of members or creditors to be prepared and signed in meetings and resolutions
such manner as prescribed by the Rules and kept by making within thirty passed by postal ballot
days of the conclusion of every such meeting concerned thereof in books
kept for that purpose with their pages consecutively numbered.
(2) There shall not be included in the minutes any matter which, in the opinion Certain matters not to be
of the Chairperson of the meeting – included in Minutes
(a) is, or could reasonably be regarded, as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.
(3) The Chairperson shall exercise an absolute discretion in regard to the Discretion of Chairperson in
inclusion or non-inclusion of any matter in the minutes on the grounds relation to Minutes
specified in the aforesaid clause.
(4) The minutes of the meeting kept in accordance with the provisions of the Minutes to be evidence
Act shall be evidence of the proceedings recorded therein.
90. (1) The books containing the minutes of the proceedings of any general meeting Inspection of minute books of
of the Company, or a resolution passed by postal ballot shall: general meeting

(a) be kept at the registered office of the Company; and

(b) be open to inspection of any member without charge, during 11.00 a.m.
to 1.00 p.m. on all business days.

Provided such member gives at least 7 days’ notice in writing of his intention to
do so.

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(2) Any member shall be entitled to be furnished, within the time prescribed by Members may obtain copy of
the Act, after he has made a request in writing in that behalf to the Company minutes
and on payment of a maximum fee as prescribed in the Act for each page or
part thereof, with a copy of any minutes referred to in clause (1) above:

Provided that a member who has made a request for provision of a soft copy
of the minutes of any previous general meeting held during the period
immediately preceding three financial years, shall be entitled to be furnished
with the same free of cost.
The Board, and also any person(s) authorized by it, may take any action
before the commencement of any general meeting, or any meeting of a class
of members in the Company, which they may think fit to ensure the security
of the meeting, the safety of people attending the meeting, and the future
orderly conduct of the meeting. Any decision made in good faith under this
Article shall be final, and rights to attend and participate in the meeting
concerned shall be subject to such decision.
91. The Board, and also any person(s) authorized by it, may take any action before Powers to arrange security at
the commencement of any general meeting, or any meeting of a class of members meetings
in the Company, which they may think fit to ensure the security of the meeting,
the safety of people attending the meeting, and the future orderly conduct of the
meeting. Any decision made in good faith under this Article shall be final, and
rights to attend and participate in the meeting concerned shall be subject to such
decision.
Notwithstanding anything contained in these Articles, the Company may, and in
case of resolutions relating to such business as notified under Rule (22)(16) of the
Companies (Management and Administration) Rules, 2014 or Applicable Laws
to be passed by postal ballot, shall get the resolution passed by means of a postal
ballot, instead of transacting the business in the general meeting of the Company.

(2) Where the Company decides to pass the resolution by postal ballot, it
shall follow the procedures as prescribed under Section 110 of the Act read with
Companies (Management and Administration) Rules, 2014, as amended from
time to time.
ADJOURNMENT OF MEETING

92. (1) The Chairperson may, with the consent of any meeting at which a quorum Chairperson may adjourn
is present, and shall, if so directed by the meeting, adjourn the meeting the meeting
from time to time and from place to place.
(2) No business shall be transacted at any adjourned meeting other than the Business at adjourned
business left unfinished at the meeting from which the adjournment took meeting
place.
(3) When a meeting is adjourned for thirty days or more, notice of the Notice of adjourned meeting
adjourned meeting shall be given as in the case of an original meeting.
(4) Save as aforesaid, and save as provided in section 103 of the Act, it shall Notice of adjourned meeting
not be necessary to give any notice of an adjournment or of the business to not required
be transacted at an adjourned meeting.
VOTING RIGHTS
93. Subject to any rights or restrictions for the time being attached to any class or Entitlement to vote on show
classes of shares – of hands and on poll
a) on a show of hands, every member present in person shall have one
vote; and
b) on a poll, the voting rights of members shall be in proportion to his
share in the paid-up equity share capital of the Company.
94. A member may exercise his vote at a meeting by electronic means in accordance Voting through electronic
with section 108 of the Act and shall vote only once. means
95. (1) In the case of joint holders, the vote of the senior who tenders a vote, whether Vote of joint holders
in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders.
(2) For this purpose, seniority shall be determined by the order in which the Seniority of names
names stand in the register of members.
96. A member of unsound mind, or in respect of whom an order has been made by How members non compos
any court having jurisdiction in lunacy, may vote, whether on a show of hands or mentis and minor may vote
on a poll, by his committee or other legal guardian, and any such committee or

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guardian may, on a poll, vote by proxy. If any member be a minor, the vote in
respect of his share or shares shall be by his guardian or senior most guardian as
determined in the order in which name stands in the document(s) received by the
Company advising of the guardianship.
97. Subject to the provisions of the Act and other provisions of these Articles, any Votes in respect of shares of
person entitled under the Transmission Clause to any shares may vote at any deceased or insovent
general meeting in respect thereof as if he was the registered holder of such members, etc.
shares, provided that at least 48 (forty eight) hours before the time of holding the
meeting or adjourned meeting, as the case may be, at which he proposes to vote,
he shall duly satisfy the Board of his right to such shares unless the Board shall
have previously admitted his right to vote at such meeting in respect thereof.
98. Any business other than that upon which a poll has been demanded may be Business may proceed
proceeded with, pending the taking of the poll. pending poll
99. No member shall be entitled to vote at any general meeting unless all calls or Restriction on voting rights
other sums presently payable by him in respect of shares in the Company have
been paid or in regard to which the Company has exercised any right of lien. The
Register of Members shall be conclusive evidence of the payment of calls, liens
or other sums and in case of any error in the Register of Members, it shall not
invalidate the proceedings of the Meeting.
100. A member is not prohibited from exercising his voting on the ground that he has Restriction on exercise of
not held his share or other interest in the Company for any specified period voting rights in other cases to
preceding the date on which the vote is taken. be void
101. Any member whose name is entered in the register of members of the Company Equal rights of members
shall enjoy the same rights and be subject to the same liabilities as all other
members of the same class.
PROXY
102. (1) Any member entitled to attend and vote at a general meeting may do so either Member may vote in person
personally or through his constituted attorney or through another person as or otherwise
a proxy on his behalf, for that meeting.
(2) The instrument appointing a proxy and the power-of attorney or other Proxies when to be deposited
authority, if any, under which it is signed or a authorize copy of that power
or authority, shall be deposited at the registered office of the Company not
less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote, or, in
the case of a poll, not less than 24 hours before the time appointed for the
taking of the poll and in default the instrument of proxy shall not be treated
as valid.
103. An instrument appointing a proxy shall be in the form as prescribed in the Rules Form of proxy
made under section 105 of the Act.
104. A vote given in accordance with the terms of an instrument of proxy shall be Proxy to be valid
valid, notwithstanding the previous death or insanity of the principal or the notwithstanding death of the
revocation of the proxy or of the authority under which the proxy was executed, principal
or the transfer of the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or

transfer shall have been received by the Company at its office before the
commencement of the meeting or adjourned meeting at which the proxy is used
BOARD OF DIRECTORS

105. (1) The number of directors shall not be less than 3 (three) and shall not be more Board of Directors
than fifteen. The Company by a special resolution may increase the number
of directors to more than fifteen in compliance with the Act.
(2) The following shall be the first directors of the Company: First Directors
(i) K.P. Jose
(ii) K.P. Rajan
(3) The same individual may, at the same time, be appointed as the Chairperson Same individual may be
of the Company as well as the Managing Director or Chief Executive Officer Chairperson and Managing
of the Company. Director/ Chief Executive
Officer
106. Subject to the provisions of the Act, the Board shall have the power to determine Directors not liable to retire
the directors whose period of office is or is not liable to determination by by rotation
retirement of directors by rotation.
107. (1) The remuneration of the directors shall, in so far as it consists of a monthly Remuneration of directors

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payment, be deemed to accrue from day-to-day.
(2) The Company can fix commission payable to the directors, which shall be
paid monthly or quarterly or annually, and shall be subject to the applicable
provisions of the Act and rules made thereunder.
(2) In addition to the remuneration payable to them in pursuance of the Act, the Travelling and other
directors may be paid all travelling, hotel and other expenses properly expenses
incurred by them—

(a) in attending and returning from meetings of the Board of Directors or

any committee thereof or general meetings of the Company; or

(b) in connection with the business of the Company.

108. All cheques, promissory notes, drafts, hundis, bills of exchange and other Execution of negotiable
negotiable instruments, and all receipts for monies paid to the Company, shall be instruments
signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by
such person and in such manner as the Board shall from time to time by resolution
determine.
109. (1) Subject to the provisions of Sections 149 & 161 of the Act, the Board shall Appointment of additional
have power at any time, and from time to time, to appoint a person as an directors
additional director, provided the number of the directors and additional
directors together shall not at any time exceed the maximum strength fixed
for the Board by the Articles.
(2) Such person shall hold office only up to the date of the next annual general Duration of office of
meeting of the Company but shall be eligible for appointment by the additional director
Company as a director at that meeting subject to the provisions of the Act.
110. (1) The Board may appoint an alternate director to act for a director (hereinafter Appointment of alternate
in this Article called “the Original Director”) during his absence for a period director
of not less than three months from India. No person shall be appointed as an
alternate director for an independent director unless he is qualified to be
appointed as an independent director under the provisions of the Act.
(2) An alternate director shall not hold office for a period longer than that Duration of office of
permissible to the Original Director in whose place he has been appointed alternate director
and shall vacate the office if and when the Original Director returns to India.
(3) If the term of office of the Original Director is determined before he returns Re-appointment provisions
to India the automatic reappointment of retiring directors in default of applicable to Original
another appointment shall apply to the Original Director and not to the Director
alternate director.
111. (1) If the office of any director appointed by the Company in general meeting is Appointment of director to
vacated before his term of office expires in the normal course, the resulting fill a casual vacancy
casual vacancy may, in default of and subject to any regulations in the
Articles of the Company, be filled by the Board of Directors at a meeting of
the Board.
(2) Provided, that the director so appointed shall hold office only up to the date Duration of office of Director
up to which the director in whose place he is appointed would have held appointed to fill casual
office if it had not been vacated. vacancy
POWERS OF BOARD
112. Notwithstanding anything to the contrary contained in these Articles, so long as Appointment of Nominee
any money shall be owing by the Company to any financial institutions, Director
corporations, banks or such other financing entities or through Debenture
Trustees or so long as any of the aforesaid banks, financial institutions or such
other financing entities hold any shares/debentures in the Company as a result of
subscription or so long as any guarantee given by any of the aforesaid entities in
respect of any financial obligation or commitment of the Company remains
outstanding in terms of payment of interest or repayment of principal amount,
then in that event any of the said financial institutions or Debenture Trustees or
such other financing entities shall, subject to an agreement in that behalf between
it and the Company, have a right but not an obligation, to appoint one or more
persons as Director(s) on the Board of Director as their nominee on the Board of
Company in accordance with the applicable laws. The aforesaid financial
institutions or Debenture Trustees or such other financing entities may at any time
and from time to time remove the Nominee Director appointed by it and may in
the event of such removal and also in case of the Nominee Director ceasing to

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hold office for any reason whatsoever including resignation or death, appoint
other or others to fill up the vacancy. Such appointment or removal shall be made
in writing by the relevant institution and shall be delivered to the Company and
the Company shall have no power to remove the Nominee Director from office.
Each such Nominee Director shall be entitled to attend all General Meetings,
Board Meetings and meetings of the Committee of which he or she is a member
and he or she and the financial institutions or such other financing entities
appointing him shall also be entitled to receive notice of all such meetings in
accordance with the applicable laws.
113. The management of the business of the Company shall be vested in the Board and General powers of the
the Board may exercise all such powers, and do all such acts and things, as the Company vested in Board
Company is by the memorandum of association or otherwise authorized to
exercise and do, and, not hereby or by the statute or otherwise directed or required
to be exercised or done by the Company in general meeting but subject
nevertheless to the provisions of the Act and other laws and of the memorandum
of association and these Articles and to any regulations, not being inconsistent
with the memorandum of association and these Articles or the Act, from time to
time made by the Company in general meeting provided that no such regulation
shall invalidate any prior act of the Board which would have been valid if such
regulation had not been made.
PROCEEDINGS OF THE BOARD

114. (1) The Board of Directors may meet for the conduct of business, adjourn and When meeting to be
otherwise regulate its meetings, as it thinks fit. convened
(2) The Chairperson or any one Director with the previous consent of the Who may summon Board
Chairperson may, or the Company Secretary on the direction of the meeting
Chairperson shall, at any time, summon a meeting of the Board.
(3) The quorum for a Board Meeting shall be as provided in the Act. Quorum for Board meetings
(4) The participation of directors in a meeting of the Board may be either in Participation at Board
person or through video conferencing or other audio-visual means as may be meetings
prescribed by the Rules or permitted under law.
115. (1) Save as otherwise expressly provided in the Act, questions arising at any Questions at Board meeting
meeting of the Board shall be decided by a majority of votes. how decided
(2) In case of an equality of votes, the Chairperson of the Board, if any, shall Casting vote of Chairperson
have a second or casting vote. at Board meeting
116. The continuing directors may act notwithstanding any vacancy in the Board; but, Directors not to act when
if and so long as their number is reduced below the quorum fixed by the Act for number falls below minimum
a meeting of the Board, the continuing directors or director may act for the
purpose of increasing the number of directors to that fixed for the quorum, or of
summoning a general meeting of the Company, but for no other purpose.
117. (1) The Chairperson of the Company shall be the Chairperson at meetings of the Who to preside at meetings of
Board. In his absence, the Board may elect a Chairperson of its meetings and the Board
determine the period for which he is to hold office.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not Directors to elect a
present within fifteen minutes after the time appointed for holding the Chairperson
meeting, the directors present may choose one of their number to be
Chairperson of the meeting.
118. (1) The Board may, subject to the provisions of the Act, delegate any of its Delegation of powers
powers to Committees consisting of such member or members of its body as
it thinks fit.
(2) Any Committee so formed shall, in the exercise of the powers so delegated, Committee to conform to
conform to any regulations that may be imposed on it by the Board. Board regulations
(3) The participation of directors in a meeting of the Committee may be either Participation at Committee
in person or through video conferencing or other audio-visual means, as may meetings
be prescribed by the Rules or permitted under law.
119. (1) A Committee may elect a Chairperson of its meetings unless the Board, Chairperson of Committee
while constituting a Committee, has appointed a Chairperson of such
Committee.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not
present within fifteen minutes after the time appointed for holding the Who to preside at meetings of
meeting, the members present may choose one of their members to be Committee
Chairperson of the meeting.
120. (1) A Committee may meet and adjourn as it thinks fit. Committee to meet

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(2) Questions arising at any meeting of a Committee shall be determined by a Questions at Committee
majority of votes of the members present. meeting how decided
(3) In case of an equality of votes, the Chairperson of the Committee or Meeting Casting vote of Chairperson
shall have a second or casting vote. at Committee meeting
121. All acts done in any meeting of the Board or of a Committee thereof or by any Act of Board or Committee
person acting as a director, shall, notwithstanding that it may be afterwards valid notwithstanding defect
discovered that there was some defect in the appointment of any one or more of of appointment
such directors or of any person acting as aforesaid, or that they or any of them
were disqualified or that his or their appointment had terminated, be as valid as if
every such director or such person had been duly appointed and was qualified to
be a director.
122. Subject to the provisions of the Act, a resolution of the Board may be passed by Passing of resolution by
circulation, if the resolution has been circulated in draft, along with necessary circulation
documents, if any, to all Directors or members of the Committee, as the case may
be, at their address registered with the Company in India by hand delivery or by
post or by courier or through electronics means and has been approved by
majority of Directors or Members, who are entitled to vote on the resolution.
REGISTER AND INSPECTION THEREOF AND OTHER DOCUMENTS

123. (a) Subject to the provisions of the Act: Chief Executive Officer, etc.

Every whole-time key managerial personnel of the Company shall be

appointed by means of a resolution of the Board containing the terms and
conditions of the appointment including the remuneration. Whole-time key
managerial personnel of the Company so appointed may be removed in
pursuance to the applicable provisions of the Act.
(b) A director may be appointed as chief executive officer, manager, Company Director may be chief
Secretary or chief financial officer. executive officer, etc.
REGISTERS AND INSPECTION THEREOF AND OTHER DOCUMENTS
124. (a) The Company shall keep and maintain at its registered office all statutory Statutory registers
registers namely, register of charges, register of members, register of
debenture holders, register of any other security holders, the register and
index of beneficial owners and annual return, register of loans, guarantees,
security and acquisitions, register of investments not held in its own name
and register of contracts and arrangements for such duration as the Board
may, unless otherwise prescribed, decide, and in such manner and
containing such particulars as prescribed by the Act and the Rules. The
registers and copies of annual return shall be open for inspection during
11.00 a.m. to 1.00 p.m. on each business day at the registered office of the
Company by the persons entitled thereto provided such person gives at
least 7 days’ notice of his intention to do so, on payment of such fees as
may be fixed by the Board but not exceeding the limits prescribed by the
Rules. Such person if authorized by the Act and the Rules, can also take
copies of such registers by paying a maximum fee as prescribed in the Act
per page or part thereof to the Company. The Company shall take steps to
provide the copies of the registers to such person within 7 days of receipt
of the fees. The Board, if deem fit, may waive off this fee.

(b) (b) The Company shall, on being so required by a Member, send to him
within seven days of the request and subject to payment of a maximum fee
as prescribed in the Act for each copy of the documents specified in Section
17 of the Act. The Board, if deem fit, may waive off this fee.
125. (a) The Company may exercise the powers conferred on it by the Act with Foreign register
regard to the keeping of a foreign register; and the Board may (subject to
the provisions of the Act) make and vary such regulations as it may think
fit respecting the keeping of any such register.

(b) The foreign register shall be open for inspection and may be closed, and
extracts may be taken there from and copies thereof may be required, in the
same manner, mutatis mutandis, as is applicable to the register of members.
THE SEAL

345
Sr. Particulars Marginal Notes
No.
126. (1) The Board shall provide for the safe custody of the seal. The seal, its custody and use
(2) The seal of the Company shall not be affixed to any instrument except by Affixation of seal
the authority of a resolution of the Board or of a Committee of the Board
authorized by it in that behalf, and except in the presence of two directors
and such directors shall sign every instrument to which the seal of the
Company is so affixed.
DIVIDENDS AND RESERVE
127. The Company in General Meeting may declare dividends, but no dividend shall Company in general meeting
exceed the amount recommended by the Board. may declare dividends

128. Subject to the provisions of Section 123 of the Act, the Board may from time to Interim dividends
time pay to the members such interim dividends of such amount on such class of
shares and at such times as it may think fit
129. (1) The Board may, before recommending any dividend, set aside out of the Dividends only to be paid out
profits of the Company such sums as it thinks fit as a reserve or reserves of profits
which shall, at the discretion of the Board, be applied for any purpose to
which the profits of the Company may be properly applied, including
provision for meeting contingencies or for authorized dividends; and
pending such application, may, at the like discretion, either be employed in
the business of the Company or be invested in such investments (other than
shares of the Company) as the Board may, from time to time, think fit.
(2) The Board may also carry forward any profits which it may consider Carry forward of profits
necessary not to divide, without setting them aside as a reserve.
130. (1) Subject to the rights of persons, if any, entitled to shares with special rights Division of profits
as to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Company, dividends may be declared and paid according to the
amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of calls shall be Payments in advance
treated for the purposes of this Article as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts Dividends to be apportioned
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any share is issued on
terms providing that it shall rank for dividend as from a particular date such
share shall rank for dividend accordingly.
131. (1) The Board may deduct from any dividend payable to any member all sums No member to receive
of money, if any, presently payable by him to the Company on account of dividend whilst indebted to
calls or otherwise in relation to the shares of the Company. the Company and
Company’s right to
reimbursement there from
(2) The Board may retain dividends payable upon shares in respect of which any Retention of dividends
person is, under the Transmission Clause hereinbefore contained, entitled to
become a member, until such person shall become a member in respect of
such shares.
(3) Any money transferred to the Unpaid Dividend Account of the Company Transfer of unclaimed
which remains unclaimed for a period of seven years from the date of such dividend
transfer shall be transferred to the Fund established under Section 125 of the
Act.
132. (1) Any dividend, interest or other monies payable in cash in respect of shares Dividend how remitted
may be paid by electronic mode or by cheque or warrant sent through the
post directed to the registered address of the holder or, in the case of joint
holders, to the registered address of that one of the joint holders who is first
named on the register of members, or to such person and to such address as
the holder or joint holders may in writing direct.
(2) Every such cheque or warrant shall be made payable to the order of the Instrument of payment
person to whom it is sent.
(3) Payment in any way whatsoever shall be made at the risk of the person Discharge to Company
entitled to the money paid or to be paid. The Company will not be
responsible for a payment which is lost or delayed. The Company will be
deemed to having made a payment and received a good discharge for it if a
payment using any of the foregoing permissible means is made.

346
Sr. Particulars Marginal Notes
No.
133. Any one of two or more joint holders of a share may give effective receipts for Receipt of one holder
any dividends, bonuses, or other monies payable in respect of such share. sufficient
134. No dividend shall bear interest against the Company. No interest on dividends

135. The waiver in whole or in part of any dividend on any share by any document Waiver of dividends
(whether or not under seal) shall be effective only if such document is signed by
the member (or the person entitled to the share in consequence of the death or
bankruptcy of the holder) and delivered to the Company and if or to the extent
that the same is accepted as such or acted upon by the Board.
136. No unclaimed or unpaid dividend shall be forfeited by the Board until the claim Forfeiture of dividends
becomes barred by any applicable law.
ACCOUNTS
137. (1) The books of account and books and papers of the Company, or any of them, Inspection by Directors
shall be open to the inspection of directors in accordance with the applicable
provisions of the Act and the Rules.
(2) No member (not being a director) shall have any right of inspecting any Restriction on inspection by
books of account or books and papers or document of the Company except members
as conferred by law or authorised by the Board or by the Company in a
general meeting.
WINDING UP
138. Subject to the applicable provisions of Chapter XX of the Act and the Rules made Winding up of Company
there under –

(a) If the Company shall be wound up, the liquidator may, with the sanction of
a special resolution of the Company and any other sanction required by the
Act, divide amongst the members, in specie or kind, the whole or any part
of the assets of the Company, whether they shall consist of property of the
same kind or not.

(b) For the purpose aforesaid, the liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.

(c) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
INDEMNITY AND INSURANCE

139. (a) Subject to the provisions of the Act, every officer of the Company shall be Directors and officers right
indemnified by the Company out of the funds of the Company, to pay all to indemnity
costs, losses and expenses (including travelling expense) which such
officer may incur or become liable for by reason of any contract entered
into or act or deed done by him in his capacity as such officer or in any
way in the discharge of his duties in such capacity including expenses.
(b) (b) Subject as aforesaid, every officer of the Company shall be indemnified
against any liability incurred by him in defending any proceedings, whether
civil or criminal in which judgment is given in his favour or in which he is
acquitted or discharged or in connection with any application under
applicable provisions of the Act in which relief is given to him by the Court.

(c) (c) The Company may take and maintain any insurance as the Board may Insurance
think fit on behalf of its present and/or former directors and key managerial
personnel for indemnifying all or any of them against any liability for any
acts in relation to the Company for which they may be liable but have acted
honestly and reasonably.

347
Sr. Particulars Marginal Notes
No.
140. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee,
Officer, Servant, Agent, Accountant or other person employed in the business of
the Company shall, if so required by the Directors, before entering upon his
duties, sign a declaration pleading himself to observe strict secrecy respecting all
transactions and affairs of the Company with the customers and the state of the
accounts with individuals and in matters relating thereto, and shall by such
declaration pledge himself not to reveal any of the matter which may come to his
knowledge in the discharge of his duties except when required so to do by the
Directors or by any meeting or by a Court of Law and except so far as may be
necessary in order to comply with any of the provisions in these presents
contained.
GENERAL POWER
141. Wherever in the Act, it has been provided that the Company shall have any right, General Power
privilege or authority or that the Company could carry out any transaction only if
the Company is so authorized by its articles, then and in that case this Article
authorizes and empowers the Company to have such rights, privileges or
authorities and to carry out such transactions as have been permitted by the Act,
without there being any specific Article in that behalf herein provided.
142. The Company shall from time to time comply with all the provisions as stipulated
under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, and the rules and the
regulations made by the Securities and Exchange Board of India. Any provision
of these Articles which is or may become contrary to the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Listing Agreement or the rules and
regulations made by the Securities and Exchange Board of India or the provisions
of the Act, the said provision shall be deemed to be amended to the extent
necessary to make it compliant with such regulation, the Listing Agreement or
the Act. In case of any inconsistency between the provisions of these Articles, the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Listing Agreement, the SEBI Rules and
Regulations and the Act, the provision / compliance which is / are more onerous
shall be applicable in such case, and these Articles shall be deemed amended to
such extent.

348
 SECTION IX-OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts which are or may be deemed material have been entered or are to be entered into by our
Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on
Working Days at the Registered Office of our Company situated at Kosamattam City Centre, Floor Number 4th
& 5th, T.B Road, Kottayam - 686001, Kerala, India; between 10 am to 5 pm on any Working Days from the date
of the filing of this Prospectus with Stock Exchange.

Material Contracts

1. Issue Agreement dated June 13, 2024, between the Company and the Lead Manager;

2. Registrar Agreement dated May 23, 2024, between the Company and the Registrar to the Issue;

3. Debenture Trusteeship Agreement dated June 26, 2024, between the Company and Vistra ITCL (India)
Limited, the Debenture Trustee;

4. Public Issue Account and Sponsor Bank Agreement dated June 13, 2024, amongst our Company, the Lead
Manager, the Registrar, the Public Issue Account Bank, Sponsor Bank and the Refund Bank;

5. Syndicate Agreement dated June 13, 2024, between the Company, Lead Manager and the Syndicate Member;

6. Tripartite Agreement dated March 21, 2014 between CDSL, the Company and the Registrar to the Issue;

7. Tripartite Agreement dated March 27, 2014 between NSDL, the Company and the Registrar to the Issue; and

8. Agreed form of Debenture Trust cum Hypothecation Deed to be executed between company and debenture
trustee under Regulation 18 of the NCS Regulations.

Material Documents

1. Original certificate of incorporation of Company dated March 25, 1987, issued by Registrar of Companies,
Kerala;

2. Revised certificate of incorporation of the Company dated June 08, 2004, issued by Registrar of Companies,
Kerala pursuant to change of name;

3. Fresh certificate of incorporation of the Company dated November 22, 2013, issued by Registrar of
Companies, Kerala pursuant to the conversion of our Company from private limited company to a public
limited company;

4. Memorandum of Association and Articles of Association of the Company, as amended to date;

5. The certificate of registration No. B-16.00117 dated December 19, 2013 issued by RBI under Section 45IA
of the RBI Act;

6. Full-fledged money changers license bearing license number FE.KOC.FFMC.40/2006 dated February 07,
2006 by the RBI;

7. Credit rating letter dated June 26, 2024, issued by India Ratings & Research Private Limited;

8. Copy of the Board Resolution dated May 13, 2024, approving the Issue;

9. Resolution passed by the shareholders of the Company at the Extraordinary General Meeting held on March
09, 2023, approving the overall borrowing limit of Company;

10. Copy of the Debenture Committee resolution dated July 3, 2024, approving the Draft Prospectus;

349
11. Copy of the Debenture Committee resolution dated July 15, 2024 approving the Prospectus;

12. Memorandum of Understanding dated May 07, 2004, between Mathew K. Cherian (representative of the
“Buyers”) and Thomas Porathur (representative of the “Sellers”);

13. Consents of the Directors, Chief Financial Officer, Lead Manager, Debenture Trustee, Syndicate Member,
Credit Rating Agency for the Issue, Company Secretary and Compliance Officer, Legal Counsel to the Issue,
Public Issue Account Bank, Sponsor Bank, Refund bank, Bankers to the Company and the Registrar to the
Issue, to include their names in this Prospectus;

14. Industry report titled “CRISIL Market Intelligence & Analytics (CRISIL MI&A) – Industry Report on Gold
Loans released in Mumbai in April 2024”, prepared and issued by CRISIL Limited;

15. The consent of our Statutory Auditors, namely M/s. SGS & Company, Chartered Accountants dated June 25,
2024, for inclusion of their names as the Statutory Auditors and experts as defined under Section 2(38) of the
Companies Act, 2013;

16. Annual Reports of the Company for the last three Financial Years;

17. Audited Financial Statements of the Company for the financial year ended March 31, 2024, March 31, 2023
and March 31, 2022.

18. A statement of tax benefits dated June 25, 2024, received from M/s. SGS & Company, Chartered Accountants
regarding tax benefits available to our debenture holders;

19. In-principal listing approval letter dated July 15, 2024 issued by BSE, for the Issue;

20. Due Diligence certificate dated July 01, 2024 and July 03, 2024 from the Debenture Trustee to the Issue;

21. Due Diligence certificate dated July 15, 2024 filed with SEBI by the Lead Manager.

350
 ANNEXURE I - DAY COUNT CONVENTION

Interest on the NCDs shall be computed on an actual/actual basis for the broken period, if any. Consequently,
interest shall be computed on a 365 day a year basis on the principal outstanding on the NCDs for Options I, III,
V, VII and VIII which have tenors on cumulative basis.

For Options II, IV and VI the interest shall be calculated from the first day till the last date of every month on an
actual/actual basis during the tenor of such NCDs. Consequently, interest shall be computed on a 365 day a year
basis on the principal outstanding on the NCDs. However, if period from the Deemed Date of
Allotment/anniversary date of Allotment till one day prior to the next anniversary/redemption date includes
February 29, interest shall be computed on 366 days a-year basis, on the principal outstanding on the NCDs.

Illustration of cash-flows: To demonstrate the day count convention, please see the following table below, which
describes the cash-flow in terms of interest payment and payment of Redemption Amount per NCD for all
Categories of NCD Holders.

INVESTORS SHOULD NOTE THAT THIS EXAMPLE IS SOLELY FOR ILLUSTRATIVE PURPOSES
AND IS NOT SPECIFIC TO THE ISSUE A

Company Kosamattam Finance

Limited
Face Value ₹1,000
Day and date of Allotment (tentative) Wednesday, August 07,
2024
Day and date of Redemption (tentative) Friday, Thursday,
February August 06,
06, 2026 2026
Tenure 18 24
Coupon (%) for NCD Holders in Category I, II and III NA 9.25
Frequency of the Interest Payment with specified dates starting from date Cumulative Monthly
of allotment
Day Count Convention Actual/Actual

Option I

Company Kosamattam Finance

Limited
Face Value ₹1,000
Day and date of Allotment (tentative) Wednesday, August 07,
2024
Day and date of Redemption (tentative) Friday, February 06, 2026
Tenure 18
Redemption Amount (₹/NCD) for NCD Holders ₹ 1,138.00
Frequency of the Interest Payment with specified dates Cumulative
starting from date of allotment
Day Count Convention Actual/Actual

Cash flow Day and Date of No. of days in Amount

interest/redemption payment coupon/maturity period (in ₹)

Principal/Maturity Friday, February 06, 2026 548 1.138.00

Value

Option II

Company Kosamattam Finance

Limited
Face Value ₹1,000

352
 Day and date of Allotment (tentative) Wednesday, August 07,
2024
Day and date of Redemption (tentative) Thursday, August 06,
2026
Tenure 24 months
Coupon (%) for NCD Holders 9.25%
Frequency of the Interest Payment with specified dates Monthly
starting from date of allotment
Day Count Convention Actual/Actual

Cash flow Day and Date of No. of days in Amount

interest/redemption payment coupon/maturity period (in ₹)

1st Coupon Sunday, 1 September, 2024 25.00 6.34

2nd Coupon Tuesday, 1 October, 2024 30.00 7.60
3rd Coupon Friday, 1 November, 2024 31.00 7.86
4th Coupon Sunday, 1 December, 2024 30.00 7.60
5th Coupon Wednesday, 1 January, 2025 31.00 7.86
6th Coupon Saturday, 1 February, 2025 31.00 7.86
7th Coupon Saturday, 1 March, 2025 28.00 7.10
8th Coupon Tuesday, 1 April, 2025 31.00 7.86
9th Coupon Thursday, 1 May, 2025 30.00 7.60
10th Coupon Sunday, 1 June, 2025 31.00 7.86
11th Coupon Tuesday, 1 July, 2025 30.00 7.60
12th Coupon Friday, 1 August, 2025 31.00 7.86
13th Coupon Monday, 1 September, 2025 31.00 7.86
14th Coupon Wednesday, 1 October, 2025 30.00 7.60
15th Coupon Saturday, 1 November, 2025 31.00 7.86
16th Coupon Monday, 1 December, 2025 30.00 7.60
17th Coupon Thursday, 1 January, 2026 31.00 7.86
18th Coupon Sunday, 1 February, 2026 31.00 7.86
19th Coupon Sunday, 1 March, 2026 28.00 7.10
20th Coupon Wednesday, 1 April, 2026 31.00 7.86
21st Coupon Friday, 1 May, 2026 30.00 7.60
22nd Coupon Monday, 1 June, 2026 31.00 7.86
23rd Coupon Wednesday, 1 July, 2026 30.00 7.60
24th Coupon Thursday, 6 August, 2026 36.00 9.12
Principal/Maturity
Value Thursday, 6 August, 2026 729.00 1.000.00

NOTES:

1. Effect of public holidays has been ignored as these are difficult to ascertain for future period.
2. As per SEBI MasterCircular, in order to ensure uniformity for payment of interest/redemption on debt
securities, the interest/redemption payment shall be made only on a Working Day. Therefore, if the interest
payment date falls on a non-Working Day, the coupon payment shall be on the next Working Day. However,
the future coupon payment dates would be as per the schedule originally stipulated. In other words, the
subsequent coupon schedule would not be disturbed merely because the payment date in respect of one
particular coupon payment has been postponed earlier because of it having fallen on a holiday. However, if
the redemption date of the debt securities falls on non- Working Day, the redemption proceeds shall be paid
on the previous Working Day.
3. Deemed Date of Allotment has been assumed to be Wednesday, August 07, 2024.
4. The last coupon payment will be paid along with maturity amount at the redemption date.

353
ANNEXURE II – RATING LETTER AND RATING RATIONALE

APPENDED OVERLEAF

354
Mr. Mathew Cherian
Managing Director
Kosamattam Finance Limited
Kosamattam City Centre, Floor 4th & 5th Floor,
T.B. Road, Kottayam,
Kerala 686001

June 26, 2024

Dear Sir/Madam,

Re: Rating Letter of Kosamattam Finance Limited

India Ratings and Research (Ind-Ra) has taken the following rating actions on Kosamattam Finance Limited’s (KFL) debt facilities:

Instrument Type Date of Coupon Maturity Size of Issue (million) Rating assigned Rating Action
Issuance Rate (%) Date along with
Outlook/Watch

Non-convertible - - - INR16,179.35 (reduced IND A-/Stable Affirmed

debentures* from INR17,430)

Bank loans - - - INR29,500 IND A-/Stable Affirmed

Non-convertible INR3,000 IND A-/Stable Assigned

debentures ^

* Details in annexure
^Yet to be issued

In issuing and maintaining its ratings, India Ratings relies on factual information it receives from issuers and underwriters and from other
sources India Ratings believes to be credible. India Ratings conducts a reasonable investigation of the factual information relied upon by
it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the
extent such sources are available for a given security.

The manner of India Ratings factual investigation and the scope of the third-party verification it obtains will vary depending on the
nature of the rated security and its issuer, the requirements and practices in India where the rated security is offered and sold, the
availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-
existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports,
legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources
with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors.

Users of India Ratings ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure
that all of the information India Ratings relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and
its advisers are responsible for the accuracy of the information they provide to India Ratings and to the market in offering documents
and other reports. In issuing its ratings India Ratings must rely on the work of experts, including independent auditors with respect to
financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody
 assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of
current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or
affirmed.

India Ratings seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website
of its criteria and methodologies for securities of a given type. The criteria and methodology used to determine a rating action are those
in effect at the time the rating action is taken, which for public ratings is the date of the related rating action commentary. Each rating
action commentary provides information about the criteria and methodology used to arrive at the stated rating, which may differ from the
general criteria and methodology for the applicable security type posted on the website at a given time. For this reason, you should
always consult the applicable rating action commentary for the most accurate information on the basis of any given public rating.

Ratings are based on established criteria and methodologies that India Ratings is continuously evaluating and updating. Therefore, ratings
are the collective work product of India Ratings and no individual, or group of individuals, is solely responsible for a rating. All India
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Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any
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Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor
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It will be important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to
be appropriate. Ratings may be raised, lowered, withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or
the inadequacy of information or for any other reason India Ratings deems sufficient.

Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between India Ratings and you or
between India Ratings and any user of the ratings.

In this letter, “India Ratings” means India Ratings & Research Pvt. Ltd. and any successor in interest.

We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please email us at
infogrp@indiaratings.co.in

Sincerely,

India Ratings

Abhishek Bhattacharya
Senior Director

KosamattamFinanceLimited 26-June-2024
 Annexure: Facilities Breakup

Instrument Description Banks Name Ratings Outstanding/Rated Amount(INR million)

Bank Loan Axis Bank Limited IND A-/Stable 200.00
Bank Loan Axis Bank Limited IND A-/Stable 60.00
Cash Credit Axis Bank Limited IND A-/Stable 40.00
Cash Credit Bandhan Bank IND A-/Stable 10.00
Bank Loan Bandhan Bank IND A-/Stable 687.50
Bank Loan Bandhan Bank IND A-/Stable 740.00
Cash Credit Bank of Baroda IND A-/Stable 750.00
Bank Loan Bank of Baroda IND A-/Stable 125.00
Bank Loan Bank of Baroda IND A-/Stable 818.20
Bank Loan Bank of Maharashtra IND A-/Stable 460.20
Bank Loan Bank of Maharashtra IND A-/Stable 902.30
Bank Loan Canara Bank IND A-/Stable 26.70
Bank Loan Canara Bank IND A-/Stable 111.40
Bank Loan Canara Bank IND A-/Stable 122.20
Bank Loan Canara Bank IND A-/Stable 145.00
Bank Loan Canara Bank IND A-/Stable 361.00
Bank Loan City Union Bank IND A-/Stable 60.80
Working Capital Demand Loan CSB Bank Limited IND A-/Stable 300.00
Working Capital Demand Loan CSB Bank Limited IND A-/Stable 200.00
Bank Loan CSB Bank Limited IND A-/Stable 96.60
Working Capital Demand Loan CSB Bank Limited IND A-/Stable 200.00
Working Capital Demand Loan CSB Bank Limited IND A-/Stable 150.00
Working Capital Demand Loan DCB Bank IND A-/Stable 200.00
Working Capital Demand Loan DCB Bank IND A-/Stable 300.00
Cash Credit Dhanlaxmi Bank IND A-/Stable 150.00
Working Capital Demand Loan Dhanlaxmi Bank IND A-/Stable 350.00
Bank Loan ESAF Small Finance Bank IND A-/Stable 186.10
Bank Loan ESAF Small Finance Bank IND A-/Stable 37.50
Cash Credit Federal Bank IND A-/Stable 8.00
Working Capital Demand Loan Federal Bank IND A-/Stable 12.00
Working Capital Demand Loan Federal Bank IND A-/Stable 400.00
Working Capital Demand Loan Federal Bank IND A-/Stable 200.00
Bank Loan Federal Bank IND A-/Stable 342.90
Bank Loan Federal Bank IND A-/Stable 500.00
Working Capital Demand Loan HDFC Bank Limited IND A-/Stable 400.00

KosamattamFinanceLimited 26-June-2024
 Working Capital Demand Loan HDFC Bank Limited IND A-/Stable 100.00
Working Capital Demand Loan HDFC Bank Limited IND A-/Stable 500.00
Bank Loan HDFC Bank Limited IND A-/Stable 335.40
Bank Loan IDFC First Bank IND A-/Stable 333.30
Cash Credit IDFC First Bank IND A-/Stable 20.00
Working Capital Demand Loan IDFC First Bank IND A-/Stable 30.00
Bank Loan IDFC First Bank IND A-/Stable 1083.30
Cash Credit Indian Bank IND A-/Stable 40.00
Bank Loan Indian Bank IND A-/Stable 87.10
Bank Loan Indian Bank IND A-/Stable 105.10
Working Capital Demand Loan Indian Bank IND A-/Stable 60.00
Bank Loan Indian Bank IND A-/Stable 241.70
Bank Loan Indian Overseas Bank IND A-/Stable 163.60
Working Capital Demand Loan IndusInd Bank Limited IND A-/Stable 250.00
Working Capital Demand Loan IndusInd Bank Limited IND A-/Stable 250.00
Bank Loan Jana Small Finance Bank IND A-/Stable 99.70
Bank Loan Jana Small Finance Bank IND A-/Stable 487.50
Bank Loan JM Financials IND A-/Stable 500.00
Bank Loan Karnataka Bank Ltd IND A-/Stable 197.50
Cash Credit Karur Vysya Bank IND A-/Stable 50.00
Working Capital Demand Loan Karur Vysya Bank IND A-/Stable 200.00
Working Capital Demand Loan Karur Vysya Bank IND A-/Stable 250.00
Bank Loan Karur Vysya Bank IND A-/Stable 83.30
Bank Loan Karur Vysya Bank IND A-/Stable 409.10
Bank Loan Karur Vysya Bank IND A-/Stable 250.00
Working Capital Demand Loan Karur Vysya Bank IND A-/Stable 250.00
Working Capital Demand Loan Kotak Mahindra Bank IND A-/Stable 300.00
Bank Loan Northern ARC Capital Limited IND A-/Stable 73.00
Bank Loan Northern ARC Capital Limited IND A-/Stable 87.20
Bank Loan Northern ARC Capital Limited IND A-/Stable 187.30
Bank Loan OXYZO Financial Services Private Limited IND A-/Stable 250.00
Bank Loan OXYZO Financial Services Private Limited IND A-/Stable 250.00
Cash Credit Punjab National Bank IND A-/Stable 100.00
Working Capital Demand Loan Punjab National Bank IND A-/Stable 150.00
Cash Credit South Indian Bank IND A-/Stable 500.00
Working Capital Demand Loan South Indian Bank IND A-/Stable 750.00
Bank Loan South Indian Bank IND A-/Stable 312.50
Cash Credit State Bank of India IND A-/Stable 700.00
Bank Loan State Bank of India IND A-/Stable 28.20
Bank Loan State Bank of India IND A-/Stable 346.30

KosamattamFinanceLimited 26-June-2024
 Bank Loan State Bank of India IND A-/Stable 888.40
Working Capital Demand Loan State Bank of India IND A-/Stable 1100.00
Bank Loan STCI Finance Limited IND A-/Stable 200.00
Bank Loan Tata Capital Financial Services Ltd IND A-/Stable 60.50
Bank Loan Tata Capital Financial Services Ltd IND A-/Stable 99.10
Bank Loan UCO Bank IND A-/Stable 127.70
Bank Loan UCO Bank IND A-/Stable 335.40
Bank Loan Ujjivan Small Finance Bank IND A-/Stable 233.30
Cash Credit Union Bank of India IND A-/Stable 300.00
Working Capital Demand Loan Union Bank of India IND A-/Stable 450.00
Bank Loan Union Bank of India IND A-/Stable 212.10
Bank Loan Vivriti Capital Private Limited IND A-/Stable 183.30
Bank Loan Vivriti Capital Private Limited IND A-/Stable 75.00
Bank Loan Vivriti Capital Private Limited IND A-/Stable 41.70
Bank Loan Vivriti Capital Private Limited IND A-/Stable 167.70
Bank Loan Vivriti Capital Private Limited IND A-/Stable 75.00
Bank Loan Woori Bank IND A-/Stable 283.30
Working Capital Demand Loan Yes Bank Ltd IND A-/Stable 250.00
Working Capital Demand Loan Yes Bank Ltd IND A-/Stable 250.00
Bank Loan NA IND A-/Stable 4103.00

Annexure: ISIN

Instrument ISIN Date of Issuance Coupon Rate Maturity Date Ratings Outstanding/Rated Amount(INR million)
NCD (Unsecured) INE403Q08084 09/05/2017 0 08/07/2024 IND A-/Stable 125
NCD (Secured) INE403Q07771 29/08/2017 0 27/12/2024 IND A-/Stable 134
NCD (Unsecured) INE403Q08092 08/01/2018 10 07/05/2025 IND A-/Stable 186
NCD (Unsecured) INE403Q08100 08/01/2018 0 07/05/2025 IND A-/Stable 114
NCD (secured) INE403Q07912 23/04/2018 0 22/08/2025 IND A-/Stable 166
NCD (Unsecured) INE403Q08118 24/09/2018 10.25 23/09/2025 IND A-/Stable 73
NCD (Unsecured) INE403Q08126 24/09/2018 0 23/09/2025 IND A-/Stable 212
NCD (Unsecured) INE403Q08134 31/01/2019 10.25 30/01/2026 IND A-/Stable 50
NCD (Unsecured) INE403Q08142 31/01/2019 0 30/01/2026 IND A-/Stable 148
NCD (Secured) INE403Q07AJ2 06/05/2019 10 04/05/2024 WD 38
NCD (Unsecured) INE403Q08159 06/05/2019 10.25 05/05/2026 IND A-/Stable 41
NCD (Unsecured) INE403Q08167 06/05/2019 0 05/05/2026 IND A-/Stable 130
NCD (Secured) INE403Q07AP9 21/08/2019 10 20/08/2024 IND A-/Stable 64
NCD (Unsecured) INE403Q08175 21/08/2019 10.25 20/08/2026 IND A-/Stable 53
NCD (Unsecured) INE403Q08183 21/08/2019 0 20/08/2026 IND A-/Stable 192
NCD (Secured) INE403Q07AV7 10/12/2019 0 09/06/2025 IND A-/Stable 51

KosamattamFinanceLimited 26-June-2024
 NCD (Secured) INE403Q07AW5 10/12/2019 10.25 09/12/2026 IND A-/Stable 103
NCD (Secured) INE403Q07AX3 10/12/2019 0 09/12/2026 IND A-/Stable 234
NCD (Secured) INE403Q07BC5 29/05/2020 0 28/05/2024 WD 315
NCD (Secured) INE403Q07BD3 29/05/2020 0 28/11/2025 IND A-/Stable 84
NCD (Unsecured) INE403Q08191 29/05/2020 10.25 28/05/2027 IND A-/Stable 93
NCD (Unsecured) INE403Q08209 29/05/2020 0 28/05/2027 IND A-/Stable 180
NCD (Secured) INE403Q07BI2 14/10/2020 0 12/04/2024 WD 93
NCD (Secured) INE403Q07BJ0 14/10/2020 0 13/12/2024 IND A-/Stable 204
NCD (Secured) INE403Q07BK8 14/10/2020 10.25 13/10/2027 IND A-/Stable 133
NCD (Secured) INE403Q07BL6 14/10/2020 0 13/10/2027 IND A-/Stable 181
NCD (Secured) INE403Q07CJ8 18/04/2022 8.75 17/04/2025 IND A-/Stable 285
NCD (Secured) INE403Q07CK6 18/04/2022 0 17/04/2025 IND A-/Stable 414
NCD (Secured) INE403Q07CL4 18/04/2022 9.25 17/10/2025 IND A-/Stable 261
NCD (Secured) INE403Q07CM2 18/04/2022 9.5 17/04/2026 IND A-/Stable 226
NCD (Secured) INE403Q07CN0 18/04/2022 0 17/10/2026 IND A-/Stable 258
NCD (Secured) INE403Q07CO8 18/04/2022 10 17/04/2027 IND A-/Stable 1183
NCD (Secured) INE403Q07CP5 18/04/2022 0 17/08/2029 IND A-/Stable 283
NCD (Secured) INE403Q07CY7 16/01/2023 0 15/07/2024 IND A-/Stable 322
NCD (Secured) INE403Q07CZ4 16/01/2023 8.25 15/01/2025 IND A-/Stable 98
NCD (Secured) INE403Q07DA5 16/01/2023 0 15/07/2025 IND A-/Stable 110
NCD (Secured) INE403Q07DB3 16/01/2023 9 15/01/2026 IND A-/Stable 337
NCD (Secured) INE403Q07DE7 16/01/2023 0 15/04/2026 IND A-/Stable 422
NCD (Secured) INE403Q07DF4 16/01/2023 9.5 15/01/2027 IND A-/Stable 1036
NCD (Secured) INE403Q07DC1 16/01/2023 0 15/07/2027 IND A-/Stable 217
NCD (Secured) INE403Q07DD9 16/01/2023 0 15/05/2030 IND A-/Stable 194
NCD (Secured) INE403Q07DK4 29/04/2023 0 28/07/2024 IND A-/Stable 284.63
NCD (Secured) INE403Q07DL2 29/04/2023 8.75 28/04/2025 IND A-/Stable 170.22
NCD (Secured) INE403Q07DH0 29/04/2023 0 28/10/2025 IND A-/Stable 122.85
NCD (Secured) INE403Q07DN8 29/04/2023 9 28/04/2026 IND A-/Stable 169.47
NCD (Secured) INE403Q07DM0 29/04/2023 0 28/07/2026 IND A-/Stable 189.47
NCD (Secured) INE403Q07DG2 29/04/2023 9.5 28/04/2027 IND A-/Stable 560.8
NCD (Secured) INE403Q07DI8 29/04/2023 0 28/10/2027 IND A-/Stable 114.39
NCD (Secured) INE403Q07DJ6 29/04/2023 0 28/08/2030 IND A-/Stable 114.52
NCD (Secured) INE403Q07DW9 30/08/2023 11 30/11/2024 IND A-/Stable 100
NCD (Secured) INE403Q07DO6 28/09/2023 0 27/05/2025 IND A-/Stable 316
NCD (Secured) INE403Q07DT5 28/09/2023 8.75 27/09/2025 IND A-/Stable 124
NCD (Secured) INE403Q07DP3 28/09/2023 0 27/03/2026 IND A-/Stable 97
NCD (Secured) INE403Q07DU3 28/09/2023 9.25 27/09/2026 IND A-/Stable 128
NCD (Secured) INE403Q07DQ1 28/09/2023 0 27/12/2026 IND A-/Stable 243
NCD (Secured) INE403Q07DV1 28/09/2023 10 27/09/2027 IND A-/Stable 883

KosamattamFinanceLimited 26-June-2024
 NCD (Secured) INE403Q07DS7 28/09/2023 0 27/03/2028 IND A-/Stable 143

NCD (Secured) INE403Q07DR9 28/09/2023 0 27/01/2031 IND A-/Stable 66

NCD (Secured) INE403Q07DX7 18/01/2024 0 17/07/2025 IND A-/Stable 370
NCD (Secured) INE403Q07EE5 18/01/2024 8.75 17/01/2026 IND A-/Stable 126
NCD (Secured) INE403Q07DZ2 18/01/2024 0 17/07/2026 IND A-/Stable 86
NCD (Secured) INE403Q07DY5 18/01/2024 9.25 17/01/2027 IND A-/Stable 135
NCD (Secured) INE403Q07EB1 18/01/2024 0 17/04/2027 IND A-/Stable 107
NCD (Secured) INE403Q07ED7 18/01/2024 10 17/01/2028 IND A-/Stable 951
NCD (Secured) INE403Q07EC9 18/01/2024 0 17/07/2028 IND A-/Stable 105
NCD (Secured) INE403Q07EA3 18/01/2024 0 17/05/2031 IND A-/Stable 81
NCD (Secured) INE403Q07EK2 26/04/2024 0 25/10/2025 IND A-/Stable 205
NCD (Secured) INE403Q07EF2 26/04/2024 8.75 25/04/2026 IND A-/Stable 147
NCD (Secured) INE403Q07EJ4 26/04/2024 0 25/10/2026 IND A-/Stable 76
NCD (Secured) INE403Q07EL0 26/04/2024 9.5 25/04/2027 IND A-/Stable 224
NCD (Secured) INE403Q07EI6 26/04/2024 0 25/07/2027 IND A-/Stable 156
NCD (Secured) INE403Q07EM8 26/04/2024 10 25/04/2028 IND A-/Stable 869
NCD (Secured) INE403Q07EG0 26/04/2024 0 25/10/2028 IND A-/Stable 66
NCD (Secured) INE403Q07EH8 26/04/2024 0 25/08/2031 IND A-/Stable 52
NCD (Unutilised) IND A-/Stable 3000

KosamattamFinanceLimited 26-June-2024
 Login

India Ratings Rates Kosamattam Finance’s Additional NCDs

‘IND A-’/Stable; Affirms Existing Ratings

Jun 26, 2024 | Non Banking Financial Company (NBFC)

India Ratings and Research (Ind-Ra) has taken the following rating actions on Kosamattam Finance Limited’s (KFL) debt
facilities:

Details of Instruments

Instrument Type Date of Coupon Maturity Size of Issue (million) Rating assigned Rating Action
Issuance Rate (%) Date along with
Outlook/Watch

Non-convertible - - - INR16,179.35 (reduced IND A-/Stable Affirmed

debentures* from INR17,430)

Bank loans - - - INR29,500 IND A-/Stable Affirmed

Non-convertible INR3,000 IND A-/Stable Assigned

debentures ^

* Details in annexure
^Yet to be issued

Analytical Approach
Ind-Ra continues to take a standalone view of KFL to arrive at the ratings.

Detailed Rationale of the Rating Action

The ratings reflect KFL’s expansion of its franchisee with its assets under management (AUM) crossing INR50,000 million and
increased presence in the southern geographies. The ratings are also supported by KFL’s operating track record with the
company’s ability to maintain stable asset quality during multiple business cycles over the pandemic and demonetisation.

List of Key Rating Drivers

Strengths
Maintained growth runway and deepening presence in southern geographies
Stable asset quality
Funding mix on path of diversification

Weaknesses
Scope for improvement in profitability with increased in operational efficiency
Geographically concentrated portfolio

Detailed Description of Key Rating Drivers

Maintained Growth Runway and Deepening Presence in Southern Geographies: KFL has successfully established its
presence over three decades in the gold finance business and has managed multiple cycles in this business, during which there
were considerable fluctuations in gold loan prices. KFL has been expanding its franchisee in the core gold finance business while
deepening its presence in south geographies (around 97% of the AUM at end-March 2024) and expanding in non-southern
states (around 3% of AUM). Its gross AUM grew 10% yoy to INR53,103 million at end-March 2024 (FYE23: up 20.9%; FYE22:
15.2%; FYE21:17%), with the AUM per branch for gold loans remaining stable at INR53 million (INR49 million). The lower AUM
growth was account of slower disbursements in 2QFY24 and 3QFY24, as the company focused on managing liquidity. The tier 1
capital ratio improved to 16% in FY24 after a rights issue of INR500 million (FY23: 14.5%; FY22: 14.5%, FY21: 13.6%). KFL’s
network consisted of 986 branches at end-March 2024 (FY23: 986; FYE22: 988; FYE21: 945). The company plans to add
branches in FY25 in the southern states and in selective, profitable non-south geographies.

Stable Asset Quality: The gross non-performing assets (NPA) in gold loans was slightly high at 1% in FY24 (FY23: 0.42%;
FY22: 0.66%; FY21: 0.47%; FY20: 0.47%) because the company did not auction in 3QFY24. The company had displayed
considerable resilience during COVID-19 disruptions and reported modest gross NPA of 0.66% which was the highest in the
history of the company. Although the borrower class is vulnerable, the ultimate credit loss is limited due to the capping of the
loan-to-value (LTV) at 75%, as per regulatory requirements, at the time of disbursements and the liquid nature of the collateral.
Being in the gold loan business, KFL's credit cost has always been modest and less volatile through the loan cycle, leading to
better operating profit buffers. KFL maintains a risk filter, wherein a resolution is initiated if the principal-plus-interest reaches
90% of the collateral value, leading to notice to the borrower. In case of a delay in repayment, it conducts auctions. The company
auctioned gold worth INR576 million in FY24. KFL did not post any losses in auctions in FY24 and was able to recover the entire
outstanding principal and interest amount. The agency believes maintaining of adequate LTV buffers and timely auctions and
recoveries will be critical for KFL to sustain its stable asset quality.

Funding Mix on Path of Diversification: KFL’s banking relationships have improved since FY21, with the total number of banks
and Financial Institutions providing funding to the company rising to 33 as of March 24 (FY21: 12). The company has been able
to raise funds from a mix of public and private sector banks. However, the funds mobilised through the non-convertible
debentures (NCDs) and subordinated debt route still formed a major portion of the funding mix at 51% at end-
March 2024 (FYE23: 58%; FYE22: 66%), followed by bank funding through working capital (end-March 2024: 20%;
FY23:18%; FY22: 19%) and term loans (29%; 20%; 27%). A sustained and substantial increase in the exposure taken by the
banks over the medium term will be a key rating monitorable.

Scope for Improvement in Profitability with Increased Operational Efficiency: KFL’s return on assets reduced slightly 2% in
FY24 (FY23: 2.14%; FY22: 1.87%; FY21: 1.8%), because of the denominator effect. The net interest margin (NIM) reduced to
6.7% (as per Ind-Ra’s calculations) in FY24 (FY23: 7.8%; FY22: 6.7%; FY21: 6.9%), as loans were disbursed by the company at
lower interest rates to counter competition. The cost of funds increased modestly and remained stable at 10.64% in FY24 (FY23:
10.23%; FY22: 10.06%; FY21: 9.98%). KFL increased its proportion of bank funding (FY24: 50% of the total debt; FY23: 42%;
FY22: 34%) which comes at a slightly higher cost of funding than NCDs and subordinated debt. Also, the operating expense to
average total assets remained stable at 3.2% in FY24 (FY23: 3.4%; FY22: 3.5%). The agency believes the trajectory of its
profitability will depend on the company’s improved productivity and its ability to maintain margins and manage credit costs over
the medium term.

Geographically Concentrated Portfolio: KFL’s portfolio is concentrated in southern India, with Tamil Nadu constituting around
55% of the gold loan portfolio at end-March 2024 (FY23: 54%; FY22: 56%; FY21: 53%; FY20: 52%). Tamil Nadu, Kerala,
Karnataka, Andhra Pradesh and Telangana accounted for around 99.5% of the gold loan portfolio at end-March 2024. As per the
company’s strategy, the portfolio is likely to remain concentrated in south India over the medium term. Also, on the funding side,
the funds mobilised through the NCD route remained geographically concentrated, as a major portion is being raised from
Kerala.

Liquidity
Adequate: As per KFL’s end-March 2024 asset-liability statement, the company had a matched asset-liability profile with a
cumulative surplus in all time buckets up-to-one-year. The average asset tenor was nine-to-12 months and the average liability
tenor was around 36 months at end-March 2024. This, along with the highly liquid nature of gold, helps KFL maintain a matched
liquidity profile.

Rating Sensitivities
Positive: Continued profitable growth in the franchisee while maintaining adequate capital buffers, a diversification of funding
avenues with a higher share of bank funding, geographical diversification, and a further improvement in its operational
efficiencies could lead to a positive rating action.

Negative: Any sharp rise in delinquency, which could restrict capital and funding, adverse regulatory development that could
impair the ability of the company to conduct its business and the tier 1 ratio reducing below 13%, on a sustained basis, could
lead to a negative rating action.

ESG Issues
ESG Factors Minimally Relevant to Rating: Unless otherwise disclosed in this section, the ESG issues are credit neutral or
have only a minimal credit impact on KFL, due to either their nature or the way in which they are being managed by the entity.
For more information on Ind-Ra’s ESG Relevance Disclosures, please click here. For answers to frequently asked questions
regarding ESG Relevance Disclosures and their impact on ratings, please click here.

About the Company

Kerala-based KFL is a non-deposit taking non-banking financial company, lends money against high-yielding gold jewellery. It
had around 986 branches at end-March 2024, mainly in the southern region of India.

Key Financials Indicators

Particulars FY24 FY23
Total assets (INR million) 59,857 54,292
Total equity (INR million) 8763 7,488.70
Net profit (INR million) 1,136 1,071
Return on average assets (%) 2 2.14
Equity/assets (%) 14.6 13.8
Tier 1 capital (%) 16 14.6
Source: KFL; Ind-Ra

Status of Non-Cooperation with previous rating agency

Not applicable

Rating History
Instrument Current Rating/Outlook Historical Rating/Outlook
Type Rating Rated Rating 26 24 10 17 23 24 27
Type Limits February Novembe August February Novembe February August
(million) 2024 r 2023 2023 2023 r 2022 2022 2021
Bank loans Long-term INR29,500 IND IND IND IND IND IND IND IND
A-/Stable A-/Stable A-/Stable A-/Stable A-/Stable A-/Stable BBB+/Sta BBB+/Sta
ble ble
 Non-convertible Long-term INR19179. IND IND IND IND IND IND IND IND
debentures 35 A-/Stable A-/Stable A-/Stable A-/Stable A-/Stable A-/Stable BBB+/Sta BBB+/Sta
ble ble

Bank wise Facilities Details

Click here to see the details

Complexity Level of the Instruments

Instrument Type Complexity Indicator
Non-convertible debentures Low
Bank loans Low
For details on the complexity level of the instruments, please visit https://www.indiaratings.co.in/complexity-indicators.

Annexure
Instrument ISIN Date of Issuance Coupon Maturity Date Size of Rating/Outlook
Rate (%) Issue
(million)
NCD (Unsecured) INE403Q08084 9 May 2017 0 8 July 2024 INR125 IND A-/Stable
NCD (Secured) INE403Q07771 29 August 2017 0 27 December 2024 INR134 IND A-/Stable
NCD (Unsecured) INE403Q08092 8 January 2018 10 7 May 2025 INR186 IND A-/Stable
NCD (Unsecured) INE403Q08100 8 January 2018 0 7 May 2025 INR114 IND A-/Stable
NCD (secured) INE403Q07912 23 April 2018 0 22 August 2025 INR166 IND A-/Stable
NCD (Unsecured) INE403Q08118 24 September 2018 10.25 23 September 2025 INR73 IND A-/Stable
NCD (Unsecured) INE403Q08126 24 September 2018 0 23 September 2025 INR212 IND A-/Stable
NCD (Unsecured) INE403Q08134 31 January 2019 10.25 30 January 2026 INR50 IND A-/Stable
NCD (Unsecured) INE403Q08142 31 January 2019 0 30 January 2026 INR148 IND A-/Stable
NCD (Secured) INE403Q07AJ2 6 May 2019 10 4 May 2024 INR38 WD (paid in full)
NCD (Unsecured) INE403Q08159 6 May 2019 10.25 5 May 2026 INR41 IND A-/Stable
NCD (Unsecured) INE403Q08167 6 May 2019 0 5 May 2026 INR130 IND A-/Stable
NCD (Secured) INE403Q07AP9 21 August 2019 10 20 August 2024 INR64 IND A-/Stable
NCD (Unsecured) INE403Q08175 21 August 2019 10.25 20 August 2026 INR53 IND A-/Stable
NCD (Unsecured) INE403Q08183 21 August 2019 0 20 August 2026 INR192 IND A-/Stable
NCD (Secured) INE403Q07AV7 10 December 2019 0 9 June 2025 INR51 IND A-/Stable
NCD (Secured) INE403Q07AW5 10 December 2019 10.25 9 December 2026 INR103 IND A-/Stable
NCD (Secured) INE403Q07AX3 10 December 2019 0 9 December 2026 INR234 IND A-/Stable
NCD (Secured) INE403Q07BC5 29 May 2020 0 28 May 2024 INR315 WD (paid in full)
NCD (Secured) INE403Q07BD3 29 May 2020 0 28 November 2025 INR84 IND A-/Stable
NCD (Unsecured) INE403Q08191 29 May 2020 10.25 28 May 2027 INR93 IND A-/Stable
NCD (Unsecured) INE403Q08209 29 May 2020 0 28 May 2027 INR180 IND A-/Stable
NCD (Secured) INE403Q07BI2 14 October 2020 0 12 April 2024 INR93 WD (paid in full)
NCD (Secured) INE403Q07BJ0 14 October 2020 0 13 December 2024 INR204 IND A-/Stable
NCD (Secured) INE403Q07BK8 14 October 2020 10.25 13 October 2027 INR133 IND A-/Stable
NCD (Secured) INE403Q07BL6 14 October 2020 0 13 October 2027 INR181 IND A-/Stable
NCD (Secured) INE403Q07CJ8 18 April 2022 8.75 17 April 2025 INR285 IND A-/Stable
NCD (Secured) INE403Q07CK6 18 April 2022 0 17 April 2025 INR414 IND A-/Stable
NCD (Secured) INE403Q07CL4 18 April 2022 9.25 17 October 2025 INR261 IND A-/Stable
NCD (Secured) INE403Q07CM2 18 April 2022 9.5 17 April 2026 INR226 IND A-/Stable
NCD (Secured) INE403Q07CN0 18 April 2022 0 17 October 2026 INR258 IND A-/Stable
NCD (Secured) INE403Q07CO8 18 April 2022 10 17 April 2027 INR1,183 IND A-/Stable
NCD (Secured) INE403Q07CP5 18 April 2022 0 17 August 2029 INR283 IND A-/Stable
NCD (Secured) INE403Q07CY7 16 January 2023 0 15 July 2024 INR322 IND A-/Stable
NCD (Secured) INE403Q07CZ4 16 January 2023 8.25 15 January 2025 INR98 IND A-/Stable
NCD (Secured) INE403Q07DA5 16 January 2023 0 15 July 2025 INR110 IND A-/Stable
NCD (Secured) INE403Q07DB3 16 January 2023 9 15 January 2026 INR337 IND A-/Stable
NCD (Secured) INE403Q07DE7 16 January 2023 0 15 April 2026 INR422 IND A-/Stable
NCD (Secured) INE403Q07DF4 16 January 2023 9.5 15 January 2027 INR1036 IND A-/Stable
NCD (Secured) INE403Q07DC1 16 January 2023 0 15 July 2027 INR217 IND A-/Stable
NCD (Secured) INE403Q07DD9 16 January 2023 0 15 May 2030 INR194 IND A-/Stable
NCD (Secured) INE403Q07DK4 29 April 2023 0 28 July 2024 INR284.63 IND A-/Stable
NCD (Secured) INE403Q07DL2 29 April 2023 8.75 28 April 2025 INR170.22 IND A-/Stable
NCD (Secured) INE403Q07DH0 29 April 2023 0 28 October 2025 INR122.85 IND A-/Stable
 NCD (Secured) INE403Q07DN8 29 April 2023 9 28 April 2026 INR169.47 IND A-/Stable
NCD (Secured) INE403Q07DM0 29 April 2023 0 28 July 2026 INR189.47 IND A-/Stable
NCD (Secured) INE403Q07DG2 29 April 2023 9.5 28 April 2027 INR560.80 IND A-/Stable
NCD (Secured) INE403Q07DI8 29 April 2023 0 28 October 2027 INR114.39 IND A-/Stable
NCD (Secured) INE403Q07DJ6 29 April 2023 0 28 August 2030 INR114.52 IND A-/Stable
NCD (Secured) INE403Q07DW9 30 August 2023 11 30 November 2024 INR100 IND A-/Stable
NCD (Secured) INE403Q07DO6 28 September 2023 0 27 May 2025 INR316 IND A-/Stable
NCD (Secured) INE403Q07DT5 28 September 2023 8.75 27 September 2025 INR124 IND A-/Stable
NCD (Secured) INE403Q07DP3 28 September 2023 0 27 March 2026 INR97 IND A-/Stable
NCD (Secured) INE403Q07DU3 28 September 2023 9.25 27 September 2026 INR128 IND A-/Stable
NCD (Secured) INE403Q07DQ1 28 September 2023 0 27 December 2026 INR243 IND A-/Stable
NCD (Secured) INE403Q07DV1 28 September 2023 10 27 September 2027 INR883 IND A-/Stable
NCD (Secured) INE403Q07DS7 28 September 2023 0 27 March 2028 INR143 IND A-/Stable
NCD (Secured) INE403Q07DR9 28 September 2023 0 27 January 2031 INR66 IND A-/Stable
NCD (Secured) INE403Q07DX7 18 January 2024 0 17 July 2025 INR370 IND A-/Stable
NCD (Secured) INE403Q07EE5 18 January 2024 8.75 17 January 2026 INR126 IND A-/Stable
NCD (Secured) INE403Q07DZ2 18 January 2024 0 17 July 2026 INR86 IND A-/Stable
NCD (Secured) INE403Q07DY5 18 January 2024 9.25 17 January 2027 INR135 IND A-/Stable
NCD (Secured) INE403Q07EB1 18 January 2024 0 17 April 2027 INR107 IND A-/Stable
NCD (Secured) INE403Q07ED7 18 January 2024 10 17 January 2028 INR951 IND A-/Stable
NCD (Secured) INE403Q07EC9 18 January 2024 0 17 July 2028 INR105 IND A-/Stable
NCD (Secured) INE403Q07EA3 18 January 2024 0 17 May 2031 INR81 IND A-/Stable
NCD (Secured) INE403Q07EK2 26 April 2024 0 25 October 2025 INR205.00 IND A-/Stable
NCD (Secured) INE403Q07EF2 26 April 2024 8.75 25 April 2026 INR147.00 IND A-/Stable
NCD (Secured) INE403Q07EJ4 26 April 2024 0 25 October 2026 INR76.00 IND A-/Stable
NCD (Secured) INE403Q07EL0 26 April 2024 9.50 25 April 2027 INR224.00 IND A-/Stable
NCD (Secured) INE403Q07EI6 26 April 2024 0 25 July 2027 INR156.00 IND A-/Stable
NCD (Secured) INE403Q07EM8 26 April 2024 10.00 25 April 2028 INR869.00 IND A-/Stable
NCD (Secured) INE403Q07EG0 26 April 2024 0 25 October 2028 INR66.00 IND A-/Stable
NCD (Secured) INE403Q07EH8 26 April 2024 0 25 August 2031 INR52.00 IND A-/Stable
Utilised limit INR16,179.
35
Source: NSDL, Company

APPLICABLE CRITERIA

Non-Bank Finance Companies Criteria

Evaluating Corporate Governance

The Rating Process

Financial Institutions Rating Criteria

Contact
Primary Analyst
Ismail Ahmed
Senior Analyst
India Ratings and Research Pvt Ltd
Wockhardt Towers, 4th Floor, West Wing, Bandra Kurla Complex, Bandra East,Mumbai - 400051
+91 22 40356187
For queries, please contact: infogrp@indiaratings.co.in

Secondary Analyst
Aishwary Khandelwal
Associate Director
Media Relation
Ameya Bodkhe
Marketing Manager
+91 22 40356121
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ANNEXURE III – CONSENT LETTER FROM DEBENTURE TRUSTEE

APPENDED OVERLEAF

368
CL/MUM/2024/DEB/34 Date: 26th June 2024

To,
The Board of Directors,
Kosamattam Finance Limited
Kosamattam City Centre,
Floor Number 4th & 5th,
T.B Road, Kottayam - 686001,
Kerala, India

Dear Sir/ Madam

Sub: Consent in relation to the proposed public offering of secured redeemable non-convertible
debentures of face value of ₹ 1,000 each (“NCDs, aggregating up to ₹10,000 lakhs to the
public, (“Base Issue”), with an option to retain oversubscription of up to ₹ 10,000 lakhs,
aggregating up to ₹ 20,000 lakhs (“Issue”), by Kosamattam Finance Limited (“Company” or
“Issuer”)

We, the undersigned, hereby consent to act as the Debenture Trustee to the Issue and to our name being
inserted as the Debenture Trustee to the Issue in the Draft Prospectus to be filed with BSE Limited (“Stock
Exchange”) and to be forwarded to Securities and Exchange Board of India (“SEBI”) and the Prospectus
to be filed with the Registrar of Companies, Kerala and Lakshadweep (“RoC”), Stock Exchange and to be
forwarded to SEBI in respect of the Issue and also in all related advertisements and communications sent
pursuant to the Issue. The following details with respect to us may be disclosed:

Logo

Name Vistra ITCL (India) Limited

Address The IL&FS Financial Centre, Plot C - 22, G Block,
Bandra Kurla Complex, Bandra (East), Mumbai – 400051
Tel 022 – 2659 3333
Fax 022 – 2653 3297
E-mail itclcomplianceofficer@vistra.com
Investor Grievance e-mail itclcomplianceofficer@vistra.com
Website www.vistraitcl.com
Contact Person Mr. Jatin Chonani - Compliance Officer
SEBI Registration Number IND000000578
CIN U66020MH1995PLC095507

We confirm that we are registered with the SEBI and that such registration is valid as on the date of this
letter. We enclose a copy of our registration certificate enclosed herein as Annexure A and declaration
regarding our registration with SEBI as Annexure B.
Registered office: Corporate Office :
The IL&FS Financial Centre The Qube, 6th floor, 602
Plot No. C-22, G Block, 6th Floor A wing Hasan pada road, +91 22 6930 0000
Bandra Kurla Complex, Bandra (East) Mittal Industrial estate Moroi, Email: mumbai@vistra.com Vistra ITCL (India) Limited
Mumbai 400051, India Andheri (East) Mumbai 400059 www.vistracom Corporate Identity Number (CIN): U66020MH1995PLC095507
We also confirm that we have not been prohibited by SEBI to act as an intermediary in capital market
issues. We confirm that we have not been prohibited to act as a debenture trustee by the SEBI.

We hereby authorise you to deliver this letter of consent to the RoC, pursuant to the provisions of Section
26 of the Companies Act, 2013 and other applicable laws or any other regulatory/statutory authorities as
required by law.

We also agree to keep strictly confidential, until such time as the proposed transaction is publicly announced
by the Company in the form of a press release, (i) the nature and scope of this transaction; and (ii) our
knowledge of the proposed transaction of the Company.

We confirm that we will immediately inform the Company and the Lead Manager of any change to the
above information until the date when the proposed public issue of NCDs commence trading on the Stock
Exchange. In the absence of any such communication from us, the above information should be taken as
updated information until the NCDs commence trading.

This letter may be relied upon by you, the Lead Manager and the legal counsel to the Issue in respect of the
Issue.

Sincerely,

For Vistra ITCL (India) Limited

Authorised Signatory
Name: Rajesh Dasari
Designation: Senior Manager

Registered office: Corporate Office :

The IL&FS Financial Centre The Qube, 6th floor, 602
Plot No. C-22, G Block, 6th Floor A wing Hasan pada road, +91 22 6930 0000
Bandra Kurla Complex, Bandra (East) Mittal Industrial estate Moroi, Email: mumbai@vistra.com Vistra ITCL (India) Limited
Mumbai 400051, India Andheri (East) Mumbai 400059 www.vistracom Corporate Identity Number (CIN): U66020MH1995PLC095507
 Annexure B

Date: 26th June 2024

To,
The Board of Directors,
Kosamattam Finance Limited
Kosamattam City Centre,
Floor Number 4th & 5th,
T.B Road, Kottayam - 686001,
Kerala, India

Dear Sir/ Madam

Sub: Consent in relation to the proposed public offering of secured redeemable non-convertible debentures
of face value of ₹ 1,000 each (“NCDs, aggregating up to ₹10,000 lakhs to the public, (“Base Issue”),
with an option to retain oversubscription of up to ₹ 10,000 lakhs, aggregating up to ₹ 20,000 lakhs
(“Issue”), by Kosamattam Finance Limited (“Company” or “Issuer”)
We hereby confirm that as on date the following details in relation to our registration with SEBI as a Debenture Trustee
is true and correct.

Sr. No. Particulars Details

1. Registration Number U66020MH1995PLC095507
2. Date of registration/ Renewal of registration IND000000578
3. Date of expiry of registration Not Applicable
4. If applied for renewal, date of application Not Applicable
5. Any communication from SEBI prohibiting the entity from Not Applicable
acting as an intermediary
6. Any enquiry/ investigation being conducted by SEBI Not Applicable
7. Details of any penalty imposed by SEBI Refer Annexure I

We hereby enclose a copy of our SEBI registration certificate.

We shall immediately intimate the Company of any changes, additions or deletions in respect of the matters covered
in this certificate till the date when the securities of the Issuer, offered, issued and allotted pursuant to the Issue, are
traded on the relevant stock exchange. In the absence of any such communication from us, the above information
should be taken as updated information until the NCDs commence trading.

For Vistra ITCL (India) Limited

Authorised Signatory
Name: Rajesh Dasari
Designation: Senior Manager

Registered office: Corporate Office :

The IL&FS Financial Centre The Qube, 6th floor, 602
Plot No. C-22, G Block, 6th Floor A wing Hasan pada road, +91 22 6930 0000
Bandra Kurla Complex, Bandra (East) Mittal Industrial estate Moroi, Email: mumbai@vistra.com Vistra ITCL (India) Limited
Mumbai 400051, India Andheri (East) Mumbai 400059 www.vistracom Corporate Identity Number (CIN): U66020MH1995PLC095507
ANNEXURE IV- DEBENTURE TRUSTEE FEE LETTER

373
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